Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file (i) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date of this Agreement (unless a later date is mutually agreed between the parties) and (ii) any notification and report forms and related material relating to this Agreement and the transactions contemplated hereby as required under other applicable Antitrust Laws, as soon as practicable after the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ and or any foreign Governmental Authority responsible for the enforcement of any Foreign Antitrust Law, (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating cooperate with each other and using use their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement Agreement, and (4v) otherwise taking use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or other approval of consummation of the transactions contemplated by this Agreement under the HSR Act or any Foreign Antitrust Law as soon as practicable, including (A) proposing, negotiating, committing to take actions after and effecting the Closing with respect to one sale, divestiture, licensing or more other disposition, or the holding separate, of the businessesoperations, product lines, fields of use, businesses or assets of the Company or any of its Subsidiaries and (B) agreeing to such limitations on the conduct or actions of Parent and and/or its Affiliates (including the Surviving Corporation and its AffiliatesSubsidiaries) with respect to the operations, businesses or assets of the Company (the actions referred to in clauses (A) and (B), “Remedy Actions”); provided, however, that (x) neither Parent nor any of its Affiliates shall be required to propose, negotiate, commit to or effect any Remedy Action (I) with respect to the operations, businesses or assets of the Company or any of its Subsidiaries if, in each case, as may any such Remedy Action would, individually or in the aggregate, reasonably be required in order expected to enable (1) be material to the consummation business, assets or financial condition of the transactions contemplated herebyCompany and its Subsidiaries, including taken as a whole, or (2) be materially detrimental to the benefits Parent and its Affiliates expect as a result of the Offer or the Merger, or (II) with respect to occur as soon as reasonably practicable the operations, businesses or assets of Parent or any of its Affiliates (and such effect referred to in any event no later than the Termination Dateclauses (I) and (II), a “Burdensome Condition”), and (y) in no event shall Parent, the Company or their respective Affiliates be required to otherwise avoid the entry ofproffer, consent to or agree to or effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including Remedy Action unless such Remedy Action is conditioned upon the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other substantive written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all substantive written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect toregarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A), (C)(1) and (C)(1C)(2) of Annex A and Section 8.1(b)8.2. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company or confidential competitively sensitive business information of the Company or Parent or any of their Subsidiaries. Parent shall determine and control the strategy to be pursued for obtaining any clearances, approvals or consent under any applicable Antitrust Laws in connection with the Offer and the Merger, including with respect to any filings, notifications, notices, reports, submissions and communications with any Governmental Authority, in each case subject to good faith consultation with the Company. (c) Each of Parent, Acquisition Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations Consents not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers Consents that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (d) None of Parent, Merger Sub nor any of their controlled Affiliates shall after the date of this Agreement acquire or agree to acquire any rights, business, Person or division thereof (by way of license, merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise) or enter into or agree to enter into any joint venture, collaboration, or other similar arrangement, in each case that would reasonably be expected to prevent, materially delay or materially impair Parent’s ability to obtain the timely expiration or termination of the waiting period under the HSR Act with respect to the transactions contemplated by this Agreement.

Antitrust Filings. (a) Each Without limiting the generality of Parent and Acquisition Sub (and their respective AffiliatesSection 5.8(a), if applicable)required, on as soon as may be reasonably practicable, each of the one hand, Company and the Company, on the other hand, Investors shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form Israeli Restrictive Trade Practices Authority notification forms relating to this Agreement and the transactions contemplated hereby herein as required by the HSR Act RTPL, as soon well as practicable after comparable merger notification forms required by the date merger notification or control laws and regulations of this Agreement but in no event later than seven (7) Business Days following the date of this Agreementany applicable jurisdiction. Each of Parent and the Company and Investors shall promptly: (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other and its counsels with any information and documentary material that which may be required in order to make effectuate such filings, ; and (iiiii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that which reasonably may be required or requested by the FTC Israeli Restrictive Trade Practices Authority or the DOJ and competition or merger control authorities of any other jurisdiction which is subject to the Antitrust Laws; provided, however: Investors shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for (ivA) take any and all action necessary the sale, license or advisable to cause other disposition or holding separate (through the expiration establishment of a trust or termination otherwise) of the applicable waiting periods under Purchased Securities or any assets or categories of assets of Investors or any of their affiliates or the HSR Act as soon as practicable and Company or its Subsidiaries, (B) the imposition of any limitation or regulation on the ability of Investors or any of their affiliates to obtain prompt approval freely conduct their business or own such assets, (C) the holding separate of the consummation Purchased Securities or any limitation or regulation on the ability of Investors or any of their affiliates to exercise full rights of ownership of the Offer Purchased Securities; and the Company shall be under no obligation to execute or carry out agreements or submit to orders providing for the Merger under any Antitrust Lawssale, including license or other disposition or holding separate (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order through the establishment of a trust or otherwise, conduct ) of business restrictions, a sale or disposition of such any assets or businesses as are required to be divested or a license or grant categories of commercialization rights to businesses, product lines, fields of use, or assets of Parent any member of the Company Group or its Affiliates (including, after any of their respective affiliates. The Company and the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating Investors shall instruct their respective counsel to cooperate with each other and using their respective use reasonable best efforts to contest facilitate and resist any Legal Proceeding expedite the identification and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other resolution of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party antitrust issues and shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with assure that the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or respective waiting periods required by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings RTPL and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with Antitrust Laws have expired or been terminated at the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyearliest practicable dates.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven five (75) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ DOJ, and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable (and in any event by the date that is at least five (5) Business Days before the Expiration Time), and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including (1A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or assets interests therein of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2B) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4C) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority Body not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority Body regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority Body relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority Body with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental AuthorityBody, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority Body relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority Body regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or or responding to requests or objections made by any Governmental AuthorityBody, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority Body regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority Body relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A1) and (C)(14) of Annex A and Section 8.1(b7.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a6.3(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations Consents not contemplated by Section 7.2(a6.3(a) are required to be or should be obtained, from any Governmental Authority Body under any other applicable Law in connection with the transactions contemplated herebyby this Agreement, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers Consents that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyby this Agreement.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file (i) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as required by the HSR Act as soon as practicable after the date of this Agreement but and in no event later than seven five (75) Business Days following the date of this Agreement (unless a later date is mutually agreed between the parties) and (ii) any other submission required pursuant to any Foreign Antitrust Law set forth on Section 7.2(a) of the Company Disclosure Letter as soon as practicable after the date of this Agreement. Each of Parent and the Company shall (iA) cooperate and coordinate with the other in the making of such filings, (iiB) supply the other with any information and documentary material that may be required in order to make such filings, (iiiC) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ and (iv) take or any and all action necessary or advisable to cause foreign Governmental Authority responsible for the expiration or termination enforcement of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Foreign Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates)Law, (2D) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating cooperate with each other and using use their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement Transactions, and (4E) otherwise taking use reasonable best efforts to cause the expiration or committing to take actions after the Closing with respect to one or more termination of the businessesapplicable waiting periods under the HSR Act as soon as practicable, product linesand to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, fields of useincluding (I) proffering and consenting and/or agreeing to the sale, divestiture, licensing or other disposition, or the holding separate, of particular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries, (II) promptly effecting the disposition, licensing or holding separate of particular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries and (III) agreeing to such limitations on the conduct or actions of Parent and and/or its Affiliates (including the Surviving Corporation and its Affiliates)Subsidiaries) with respect to any particular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries, in each case, as may be required in order to enable the consummation of the transactions contemplated herebyTransactions, including the Offer and the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) (the actions referred to in clauses (I), (II) and (III), “Remedy Actions”); provided, however, that (1) neither Parent nor any of its Affiliates shall be required to otherwise avoid proffer, consent to or agree to or effect any Remedy Action (x) with respect to any assets, categories of assets or portions of any business of the entry ofCompany or any of its Subsidiaries if, in each case, any such Remedy Action would, individually or in the aggregate, reasonably be expected to (i) be material to the business, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or (ii) be materially detrimental to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation benefits Parent and its Affiliates expect as a result of the transactions contemplated hereby, including Offer or the Merger. Further, and or (y) for the avoidance of doubt, with respect to any assets, categories of assets or portions of any business of Parent or any of its Affiliates (such effect referred to in clauses (x) and (y), a “Burdensome Condition”), and (2) in no event shall Parent, the Company or their respective Affiliates be required to (and the Company and its Subsidiaries shall not, without the prior written consent of Parent) proffer, consent to or agree to or effect any Remedy Action unless such Remedy Action is conditioned upon the Merger (provided that, if so requested by Parent, the Company shall agree to take any such Remedy Action that is conditioned upon the Merger). Further, neither party will not extend any waiting period under the HSR Act (by pull and refile or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with Transactions without the prior written consent of the Companyother party (such consent not to be unreasonably withheld, conditioned or delayed). (b) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated herebyTransactions, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement Transactions pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other substantive written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the MergerMerger (subject to withholding or redactions to address reasonable confidentiality concerns), (vi) provide each other (or counsel of each party, as appropriate) with copies of all substantive written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect toregarding, all material deliberations with respect to all efforts to satisfy the Antitrust Clearance Condition, the No Legal Restraint Condition (solely in respect of any Antitrust Law or Order under any Antitrust Law) and the No Antitrust Proceedings Condition and the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b)8.2. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyCompany or confidential competitively sensitive business information of the Company or Parent or any of their Subsidiaries. (c) Each of Parent, Acquisition Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations Consents not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated herebyTransactions, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers Consents that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyTransactions. (d) None of Parent, Merger Sub nor any of their controlled Affiliates shall after the date of this Agreement acquire or agree to acquire any rights, business, Person or division thereof (by way of license, merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise) or enter into or agree to enter into any joint venture, collaboration, or other similar arrangement, in each case that would reasonably be expected to prevent, materially delay or materially impair Parent’s ability to obtain the approval of any Governmental Authority under any Antitrust Laws or the expiration or termination of any applicable waiting period with respect to the Transactions.

Antitrust Filings. (a) Each of Parent Biogen Idec and Acquisition Sub Portola agrees to prepare and make appropriate filings under the Xxxx-Xxxxx Xxxxxx (HSR) Act and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form antitrust requirements relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as reasonably practicable after the date Execution Date (“HSR Filing Date”), and Biogen Idec shall bear the filing fees associated with any HSR filing, but each Party shall otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (FTC), the Antitrust Division of the Department of Justice (DOJ) and any other agency or authority, any information reasonably requested by them in connection with such filings. With respect to the HSR and other filings made pursuant to this Section 14.16(a), each of Biogen Idec and Portola shall, to the extent practicable: (i) promptly notify the other Party of any material communication to that Party from the FTC, the DOJ, or any other agency or authority and, subject to applicable law and discuss with and permit the other Party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement but unless it consults with the other Party in no event later than seven advance and, to the extent permitted by such the FTC, the DOJ or any other agency or authority, give the other Party the opportunity to attend and participate thereat; and (7iii) Business Days following furnish the date other Party with copies of all correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this Agreement. Each Notwithstanding any of Parent and the Company foregoing, nor anything else contained in this Agreement, Biogen Idec shall (i) cooperate and coordinate with the other not be required, in the making of such filingsorder to avoid, (ii) supply the other with eliminate, or resolve any information and documentary material objections or impediments under any antitrust, competition, or trade regulation law that may be required in order to make such filingsasserted by the FTC, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ or any additional information that reasonably may be required other agency or requested by governmental authority relating to this Agreement and the FTC transactions contemplated hereby, to propose, negotiate, commit to or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effectingeffect, by consent decree, hold separate order order, or otherwise, conduct of business restrictionsthe license, a sale sale, divestiture or disposition or otherwise take or commit to take any action which it is capable of such taking that would restrict or limit its freedom of action, ownership, or operations, with respect to any assets or businesses as are required to be divested of Biogen Idec or a license or grant of commercialization rights to businesses, product lines, fields of useits respective Affiliates, or assets (y) any rights granted to Biogen Idec under this Agreement. [*] = 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 Parent or its Affiliates the Securities Act of 1933, as amended. (including, after b) Other than the Closingprovisions of this Section 14.16 and Article 10 and Section 14.6, the Surviving Corporation rights and its Affiliates), obligations of the Parties under this Agreement shall not become effective until (2a) amending the waiting period (and any venture extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or other arrangement of Parent or its Affiliates earlier been terminated; (including the Surviving Corporation and its Affiliates), b) no injunction (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts ) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall be in effect; and (4c) otherwise taking no judicial or committing to take actions after administrative proceeding opposing consummation of all or any part of this Agreement shall be pending (the Closing with respect to one or more date these conditions are satisfied being the “Effective Date” of this Agreement). Upon the occurrence of the businessesEffective Date, product lines, fields all provisions of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or shall become effective automatically without the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request need for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or further action by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyParties. (c) Each of ParentIf the Effective Date has not occurred within [*] after the Execution Date, Acquisition Sub and or such other date as the Company shall cooperate with one another in good faith Parties may mutually agree, this Agreement may be terminated by either Party on written notice to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyother.

Antitrust Filings. (a) Each of Parent Newco and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall shall, to the extent required in the reasonable judgment of counsel to Newco and the Company, (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven within ten (710) Business Days calendar days following the date execution and delivery of this Agreement, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the other applicable Antitrust Laws in connection with the Merger. Each of Parent Newco and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or the DOJ Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the Merger as soon as practicable practicable, and to obtain prompt approval of the consummation of the Offer or any required consents under any other Antitrust Laws applicable to the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Mergerpracticable. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent Newco and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private partysuch filings. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. . (b) In connection with furtherance and without limiting not in limitation of the foregoing, if and to the extent reasonably practicable necessary to obtain clearance of the Merger under the HSR Act and unless prohibited by any other Antitrust Laws applicable Law or by to the applicable Governmental AuthorityMerger, the parties hereto agree to each of Newco and Merger Sub (and their respective Affiliates, if applicable) shall (i) give each offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other reasonable advance notice disposition of any and all meetings of the capital stock, assets, rights, products or businesses of the Newco and conference calls with any Governmental Authority relating to Merger Sub (and their respective Affiliates, if applicable), on the Offer or one hand, and the MergerCompany, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep on the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment uponhand, and consider in good faith any other restrictions on the views activities of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments Newco and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub its Subsidiaries and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated herebyits Subsidiaries, and (ii) promptly make contest, defend and appeal any filingsLegal Proceedings, furnish information required in connection therewith and seek to obtain timely whether judicial or administrative, challenging this Agreement or the consummation of the Merger or any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the other transactions contemplated herebyby this Agreement.

Antitrust Filings. (a) Each In addition to and without limiting the agreements of Parent and Acquisition Sub (and their respective AffiliatesPurchaser contained in Section 6.5 hereof, if applicable)Parent, on the one hand, Purchaser and the CompanyCompany will (i) take promptly all actions necessary to make the filings required of Parent, on Purchaser or any of their affiliates under the other handapplicable Antitrust Laws, shall file (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Parent, Purchaser or any of their affiliates from the FTC and Federal Trade Commission or the Antitrust Division of the DOJ a Notification Department of Justice pursuant to the Antitrust Laws, and Report Form relating to this Agreement (iii) cooperate with the Company in connection with any filing of the Company under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but or the Ancillary Agreements commenced by any of the Federal Trade Commission, the Antitrust Division of the Department of Justice or any state attorney general. (b) In furtherance and not in no event later than seven (7) Business Days following limitation of the date of this Agreement. Each covenants of Parent and Purchaser contained in Section 6.5 and Section 6.6(a) hereof, Parent, Purchaser and the Company shall (i) cooperate and coordinate with the other in the making of each use all reasonable efforts to resolve such filingsobjections, (ii) supply the other with any information and documentary material that if any, as may be required in order asserted with respect to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust LawsLaw. If any administrative, including judicial or legislative action or proceeding is instituted (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required threatened to be divested instituted) challenging the Offer or a license or grant the Merger as violative of commercialization rights to businessesany Antitrust Law, product linesParent, fields of use, or assets of Parent or its Affiliates (including, after Purchaser and the Closing, the Surviving Corporation Company shall each cooperate and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective use reasonable best efforts to contest and resist any Legal Proceeding such action or proceeding, and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent) (any such decree, judgment, injunction or other order is hereafter referred to as an "ORDER") that is in effect and that prohibitsrestricts, prevents or restricts prohibits consummation of the transactions contemplated Offer or the Merger, including by this Agreement pursuing all reasonable avenues of administrative and (4) otherwise taking judicial appeal. The entry by a court of an Order permitting the Offer or committing to take actions after the Closing with respect to one or more Merger, but requiring that any of the businesses, product lines, fields of use, lines or assets of Parent and its Affiliates the Company be held separate thereafter, or an offer of settlement substantially to the foregoing effect in any actual or threatened action, suit or proceeding, will not be deemed a failure of the Condition specified in clause (including the Surviving Corporation and its Affiliates)i)(A) of Exhibit A, so long as such action is, in each casethe good faith judgment of Parent, as may be required in order unlikely to enable have a material impact on the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, benefits Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate anticipates from the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parentthe Company, Acquisition Sub Parent and Purchaser shall promptly inform the Company shall cooperate with one another in good faith to (i) promptly determine whether other party of any filings not contemplated material communication received by Section 7.2(a) are required to be such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, the SEC or should be made, and whether any other consents, approvals, permits governmental or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from regulatory authority regarding any Governmental Authority under any other applicable Law in connection with of the transactions contemplated hereby. Parent and/or Purchaser will promptly advise the Company with respect to any understanding, and undertaking or agreement (iiwhether oral or written) promptly which it proposes to make or enter into with any filings, furnish information required in connection therewith and seek of the foregoing parties with regard to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with of the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ DOJ, and (iv) use reasonable best efforts to take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable practicable, and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including using reasonable best efforts to take all such action as reasonably may be necessary to resolve such objections, if any, as the FTC, the DOJ, or any other Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require Parent or any Subsidiary or Affiliate thereof to agree to (1i) proposing, negotiating, committing to and effectingany divestiture, by consent decreeitself or any of its Affiliates, hold separate order of shares of capital stock or otherwiseof any business, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested property of the Company or a license its Subsidiaries or grant of commercialization rights to businesses, product lines, fields of useAffiliates, or assets of Parent or its Subsidiaries or Affiliates or any license of technology or (includingii) the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, after the Closing, the Surviving Corporation properties and its Affiliates), (2) amending any venture stock. The Company shall not take or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing agree to take actions after any action identified in the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with immediately preceding sentence without the prior written consent of the CompanyParent. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, and except with respect to “4(c) documents” as that term is used in the rules and regulations of the HSR Act, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference callsmeetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b8.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-counsel- only basis to the extent required under applicable Law or as appropriate to remove references concerning the valuation of the Companyprotect confidential business information. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) use their respective reasonable best efforts to take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws; provided, however, that for avoidance of doubt, to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger, Parent shall not be required to, and the Company shall not, without the prior written consent of Parent in each instance: (1) proposingpropose, negotiatingnegotiate, committing commit to and effectingor effect, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending amend any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), or (3) cooperating otherwise take or commit to take actions after the Closing with respect to any of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates) if, in each other case, any such action listed in Sections 7.4(a)(iv)(1)-(3) would, individually or in the aggregate, reasonably be expected to have (A) a material adverse effect on the business, assets or financial condition of Parent or any of its Affiliates (including, after the Closing, the Surviving Corporation and using their respective reasonable best efforts to its Affiliates) or (B) a Company Material Adverse Effect on the Company; provided further, however, Parent shall not be required to, and the Company shall not, without the prior written consent of Parent in each instance, contest and resist any Legal Proceeding and or seek to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the MergerAgreement. Further, and for the avoidance of doubt, neither Company nor Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Companyother Party. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto Party or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party Party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other partyParty, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto Parties agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give outside counsel for each other an opportunity to attend and participate in each of such meetings and conference calls, (iii) keep the other party Party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or outside counsel of each partyParty, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts with respect to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b)foregoing actions. Any such disclosures, rights to participate or cooperate or provisions of information by one party Party to the other may be made on a an outside counsel-only basis to the extent required under applicable Law or as determined by the Parties’ outside counsel, and provided further that any written materials may be, as applicable, redacted to remove references concerning the valuation of the CompanyCompany or to comply with contractual requirements, or withheld to address reasonable privilege concerns. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a7.4(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a7.4(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties Parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub Purchaser (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC Federal Trade Commission (the “FTC”) and the Antitrust Division of the DOJ Department of Justice (the “DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven within ten (710) Business Days following the date execution and delivery of this Agreement. Each of Parent Parent, Purchaser and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or the DOJ Governmental Entities of any other applicable jurisdiction in which any such filing is made under any other Laws, if any, and (iv) take any and all action reasonably necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Laws applicable to the Merger as soon as practicable practicable, and to obtain prompt approval of the consummation of the Offer or any required consents under any other Laws applicable to the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Mergerpracticable. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub Purchaser (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority Entity regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private partysuch filings. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority Entity with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Laws applicable to the Merger with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions The covenants set forth in clauses (A) and (C)(1) of Annex A and this Section 8.1(b). Any such disclosures, rights 5.8 shall be construed so as not to participate or provisions of information by one party to limit the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation generality of the Companycovenants set forth in Section 5.5 above. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven fifteen (715) Business Days days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ DOJ, and (iv) take any and all action necessary or advisable use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable practicable, and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanyCompany (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything herein to the contrary, in no event shall Parent be required to (i) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, conduct of business restrictions, or a sale or disposition of assets or businesses or a license or grant of commercialization rights to businesses, products, product lines, fields of use or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), or (ii) contest or resist any Legal Proceeding or seek to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; provided that Parent shall have the right, in its sole discretion, to take any of the actions described in the foregoing subclause (ii), and, if Parent elects to take any such action, the Company shall reasonably cooperate with Parent in connection therewith. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in substantial compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b8.1(a). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyCompany or confidential competitively sensitive business information regarding the parties. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each In addition to and without limiting the agreements of Parent and Acquisition Sub Purchaser contained in Section 6.5 hereof, Parent, Purchaser and the Company will (and i) take promptly all actions necessary to make the filings required of Parent, Purchaser or any of their respective Affiliates, if applicableaffiliates under the applicable Antitrust Laws (as defined in Section 6.6(e) hereof), on (ii) comply at the one handearliest practicable date with any request for additional information or documentary material received by Parent, and Purchaser or any of their affiliates from the Company, on the other hand, shall file with the FTC and Federal Trade Commission or the Antitrust Division of the DOJ a Notification Department of Justice pursuant to the HSR Act and Report Form relating from the Commission or other foreign governmental or regulatory authority pursuant to this Agreement Antitrust Laws, and (iii) cooperate with the Company in connection with any filing of the Company under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but or the Ancillary Agreements commenced by any of the Federal Trade Commission, the Antitrust Division of the Department of Justice, state attorneys general, the Commission, or other foreign governmental or regulatory authorities. (b) In furtherance and not in no event later than seven (7) Business Days following limitation of the date of this Agreement. Each covenants of Parent and Purchaser contained in Section 6.5 and Section 6.6(a) hereof, Parent, Purchaser and the Company shall (i) cooperate and coordinate with the other in the making of each use all reasonable efforts to resolve such filingsobjections, (ii) supply the other with any information and documentary material that if any, as may be required in order to make such filings, (iii) supply as promptly as reasonably practicable asserted with respect to the FTC Offer, the Spin-Off, the Merger or any other transactions contemplated by this Agreement or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger Ancillary Agreements under any Antitrust LawsLaw. If any administrative, including judicial or legislative action or proceeding is instituted (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required threatened to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after instituted) challenging the ClosingOffer, the Surviving Corporation Spin-Off, the Merger or any other transactions contemplated by this Agreement or the Ancillary Agreements as violative of any Antitrust Law, Parent, Purchaser and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with Company shall each other and using their respective reasonable best efforts cooperate to contest and resist any Legal Proceeding such action or proceeding, and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent) (any such decree, judgment, injunction or other order is hereafter referred to as an "ORDER") that is in effect and that prohibitsrestricts, prevents or restricts prohibits consummation of the Offer, the Spin-Off, the Merger or any other transactions contemplated by this Agreement or the Ancillary Agreements, including, without limitation, by pursuing all reasonable avenues of administrative and (4) otherwise taking or committing judicial appeal. Parent and Purchaser shall each also use their respective reasonable efforts to take actions after the Closing with respect all reasonable action, including, without limitation, agreeing to one hold separate or more to divest any of the businesses, product lines, fields of use, businesses or assets Assets of Parent and its Affiliates (including or Purchaser or any of their affiliates, or, following the Surviving Corporation and its Affiliates)consummation of the Offer or the Effective Time, in each caseof the Company or any of the Retained Subsidiaries, as may be required (i) by the applicable governmental or regulatory authority (including without limitation the Federal Trade Commission, the Antitrust Division of the Department of Justice, any state attorney general or any foreign governmental or regulatory authority) in order to enable the consummation of the resolve such objections as such governmental or regulatory authority may have to such transactions contemplated herebyunder any Antitrust Law, including the Mergeror (ii) by any domestic or foreign court or other tribunal, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and action or proceeding brought by a private party or governmental or regulatory authority challenging such transactions as violative of any Antitrust Law, in order to otherwise avoid the entry of, or to effect the dissolution dissolution, vacating, lifting, altering or reversal of, any preliminary or permanent injunction which would otherwise have Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTCOffer, the Antitrust Division of Spin-Off, the DOJ Merger or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated herebyAncillary Agreements; provided, including that Parent shall not be required to take any proceedings initiated by a private party. If action, divest any party hereto Asset or an Affiliate thereof shall receive a request for additional information or documentary material from enter into any Governmental Authority with respect to consent decree if the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each taking of such meetings action, disposing of such Asset or entering into such decree would have a Significant Adverse Effect. "SIGNIFICANT ADVERSE EFFECT" shall mean any change or effect that, in Parent's judgment, is reasonably likely to adversely affect in a substantial way the benefits and conference calls, (iii) keep opportunities which Parent reasonably expects to receive from the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views acquisition of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to Retained Business or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b)Parent's current business. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.20

Antitrust Filings. (a) Each In addition to and without limiting the agreements of Parent and Acquisition Sub (and their respective Affiliatescontained in Section 7.6 hereof, if applicable)Parent, on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent Sub and the Company shall will (i) cooperate and coordinate with take promptly all actions necessary to make the other filings required of Parent, Sub or any of their affiliates under the applicable Antitrust Laws (as defined in the making of such filingsSection 7.7(d) hereof), (ii) supply comply at the other earliest practicable date with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material received by Parent, Sub or any of their affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and from the Commission or any other Governmental Authority Entity pursuant to Antitrust Laws, and (iii) cooperate with respect to the Company in connection with any filing of the Company under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement pursuant or the Ancillary Agreements commenced by any of the Federal Trade Commission, the Antitrust Division of the Department of Justice, state attorneys general, the Commission, or any other Governmental Entity. (b) In furtherance and not in limitation of the covenants of Parent and Sub contained in Section 7.6 and Section 7.7(a) hereof, Parent, Sub and the Company shall each use all reasonable efforts to the HSR Act resolve such objections, if any, as may be asserted with respect to which the Split-Off, the Merger or any other transactions contemplated by this Agreement or the Ancillary Agreements under any Antitrust Law. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Split-Off, the Merger or any other transactions contemplated by this Agreement or the Ancillary Agreements as violative of any Antitrust Law, Parent, Sub and the Company shall each cooperate to contest and resist any such filings have been made, then such party shall use its reasonable best efforts to make, action or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Companyproceeding. (c) Each of Parentthe Company, Acquisition Parent and Sub and shall promptly inform the Company shall cooperate with one another in good faith to (i) promptly determine whether other party of any filings not contemplated material communication received by Section 7.2(a) are required to be such party from the Federal Trade Commission, the Antitrust Division of the Department of Justice, the Commission, any state attorney general or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from Governmental Entity regarding any Governmental Authority under any other applicable Law in connection with of the transactions contemplated hereby. Parent and/or Sub will promptly advise the Company with respect to any understanding, and undertaking or agreement (iiwhether oral or written) promptly which it proposes to make or enter into with any filings, furnish information required in connection therewith and seek of the foregoing parties with regard to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with of the transactions contemplated hereby.

Antitrust Filings. (a) Each of The Company, Parent and Acquisition Merger Sub (and their respective Affiliatesshall each, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon promptly as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate , file or cause to be filed with the other in Federal Trade Commission (the making "FTC"), the United States Department of such filings, Justice (iithe "DOJ") supply the other with and any information and documentary material that may comparable foreign antitrust or competition authority any notifications required to be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods filed under the HSR Act as soon as practicable or comparable foreign Antitrust Laws with respect to the Transactions, including the Federal Republic of Germany and the Republic of Austria. (b) Subject to the terms hereof, Ultimate Parent, Parent, Merger Sub and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using use their respective reasonable best efforts (i) to obtain any government clearances or approvals required for Closing under the HSR Act and other applicable Antitrust Laws, (ii) to respond to any government requests for information under any Antitrust Law, (iii) to contest and resist any Legal Proceeding action, including any legislative, administrative or judicial action, and (iv) to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent, ) (an "Antitrust Order") that is in effect and that prohibitsrestricts, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable prohibits the consummation of the transactions contemplated hereby, including the Merger, Merger or any other Transaction under any Antitrust Law. (c) The parties agree not to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, extend directly or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend indirectly any waiting period under the HSR Act or any applicable foreign Antitrust Law or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other a Governmental Authority to delay or not to consummate the transactions contemplated by this AgreementOffer, the Merger and the other Transactions, except with the prior written consent of the Company. (b) other parties hereto. Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on Company shall (i) promptly notify the other hand, shall promptly inform the other party of any written communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any that party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect or any other Antitrust Law and, subject to which applicable Law, permit the other party to review in advance any proposed written communication to any such filings have been madeGovernmental Authority and incorporate the other party's reasonable comments, then (ii) not agree to participate in any substantive meeting or discussion with any such party shall use its reasonable best efforts to makeGovernmental Authority in respect of any filing, investigation or cause to be madeinquiry concerning this Agreement, as soon as reasonably practicable and after consultation the Offer, the Merger or the other Transactions unless it consults with the other party, an appropriate response party in compliance with such request. In connection with and without limiting the foregoingadvance and, to the extent reasonably practicable and unless prohibited permitted by applicable Law or by the applicable such Governmental Authority, gives the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to party the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings attend, and conference calls, (iii) keep furnish the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all correspondence, filings and written communications to or from between them and their affiliates and their respective representatives on one hand, and any such Governmental Authority relating or its staff on the other hand, with respect to this Agreement, the Offer or Offer, the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyTransactions. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. Without limiting the generality of Section 4.5: (a) Each of Parent and Acquisition Sub Solera (and their respective its Affiliates, if applicable)) and, on the one handas applicable, WCAS SRS and the Company, on the other hand, shall Company will use its reasonable best efforts to file or cause to be filed with the FTC and the Antitrust Division of the DOJ a Notification and Report Form (which shall not include a request for early termination of the waiting period under the HSR Act) relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven five (75) Business Days following the date execution and delivery of this Agreement. Each of Parent Solera and, as applicable, WCAS SRS and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply use its reasonable best efforts to respond as promptly as reasonably practicable to the FTC any inquiries or the DOJ any requests for additional information that reasonably may be required or requested by documentation received from a Governmental Authority having jurisdiction over the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates)“second request”, (2iv) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective use reasonable best efforts to contest take all actions necessary to avoid, eliminate or resolve each and resist any Legal Proceeding every impediment and to have vacatedobtain all clearances, liftedconsents, reversed or overturned any Order approvals and waivers that may result from such Legal Proceedingsbe required by any Governmental Authority, whether temporaryso as to enable WCAS SRS, preliminary or permanentNewco, that is in effect SRS and that prohibits, prevents or restricts consummation of Solera to consummate the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable practicable, (and in any event no later than the Termination Datev) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or any other Antitrust Laws without the prior written consent of the other party and (vi) not enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with Agreement without the prior written consent of the Companyother party. Each of Solera and SRS shall be responsible for 50% of all filing fees incurred in connection with the transactions contemplated hereby under the HSR Act or any other Antitrust Laws. (b) Each of Parent and Acquisition Sub Solera (and their respective its Affiliates, if applicable)) and, on the one handas applicable, WCAS SRS and the Company, on the other hand, Company shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, Solera (and its Affiliates, if applicable) and, as applicable, WCAS SRS and the parties hereto agree to Company shall (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the MergerClosing Transactions, (ii) give each other an opportunity to participate in each of such meetings and conference callsmeetings, (iii) keep the such other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the MergerClosing Transactions, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the MergerClosing Transactions, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental ‑19‑ Authority regarding the Offer and the MergerClosing Transactions, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger Closing Transactions, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses paragraphs (Aa), (b) and (C)(1c) of Annex A and Section 8.1(b)5.1. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to remove references concerning the valuation of the Companyprotect confidential business information. (c) Each of ParentSolera and, Acquisition Sub as applicable, WCAS SRS and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by this Section 7.2(a) 4.6 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 7.2(a) 4.6 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (d) Solera shall take such action as may be required (i) by the applicable Governmental Authority (including the Antitrust Division of the DOJ or the FTC) in order to resolve such objections as such Governmental Authority may have to such transactions under applicable Law, or (ii) by any court or similar tribunal, in any Action brought by a private party or Governmental Authority challenging the transactions contemplated by this Agreement as violative of any applicable Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of any of the transactions contemplated by this Agreement. For the avoidance of doubt, Solera shall take any and all actions necessary in order to ensure that (i) no requirement for a waiver, consent or approval of the FTC, the Antitrust Division or other Governmental Authority, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any Action, and (iii) no other matter relating to any antitrust or competition Law, would preclude consummation of the Closing Transactions by the End Date. (e) Notwithstanding the foregoing, nothing in this Agreement shall require WCAS SRS, Solera, the Company or any of their respective Affiliates (i) to propose or agree to accept any agreement or condition, to enter into any consent decree, to make any divestiture, to accept any restriction, or take any other action that, in the reasonable judgment of WCAS SRS, Solera or the Company, as applicable, would reasonably be expected to limit the right of such Person (or its Affiliates) to own or operate all or any portion of its respective businesses or assets or those businesses and assets involved in the transactions contemplated by this Agreement, if, in the aggregate, such proposal, agreement or condition would be material and adverse to the business of such Person, taken as a whole, or (ii) otherwise, to litigate, pursue or defend against any action or proceeding (including any temporary restraining order or preliminary injunction) challenging the transactions contemplated by this Agreement as being in violation of the HSR Act. Notwithstanding clause (i) of the immediately preceding sentence, neither Solera, nor any of its Affiliates shall be ‑20‑ required to take the actions described in such clause (i) above if such limitation(s) would have reduced Solera’s and its Affiliates’ consolidated revenue during the 12-month period most recently ended prior to the request for such limitation(s) on a pro forma basis, assuming such limitation(s) were effective during the entire prior 12-month period, by $5,000,000 or more (a “Material Restriction”).

Antitrust Filings. In addition to and without limiting the covenants and agreements of the parties contained elsewhere in this Agreement: (a) Each The Parties shall use their best efforts to (i) as soon as practicable, take all actions necessary to make the filings and notifications required of Parent and Acquisition Sub (and such Parties or any of their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by Affiliates under the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent or any Antitrust Law and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply comply at the other earliest practicable date with any request for additional information and or documentary material that may be required in order received by Purchaser and the Sellers or any of their Affiliates from the Antitrust Division, the Federal Trade Commission or any state antitrust enforcement agency. The Parties shall use their best efforts to make such filingstake all action necessary, (iii) supply as promptly as reasonably practicable proper and advisable under applicable Law with respect to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and following: (ivx) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including, without limitation, by responding as promptly as practicable to any inquiries received from the Antitrust Division or the Federal Trade Commission or any Governmental Authority for additional information or documentation, (y) to cause the expiration or termination of applicable waiting periods, the satisfaction of such other filing requirements, or the issuance of such approvals, consents or authorizations as may be required with respect to the Antitrust Laws of any Governmental Authority, and to obtain prompt approval avoid the entry of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwisejudgment, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture injunction or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal ProceedingsOrder, whether temporary, preliminary or permanent, under any Antitrust Law, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing the or restricting consummation of the transactions contemplated herebyContemplated Transactions. (b) The Parties shall, in connection with the efforts referenced in the foregoing paragraph to obtain all requisite approvals and authorizations for the Contemplated Transactions under Antitrust Laws (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry; (ii) promptly inform the other party of any communication to it from any Governmental Authority and permit the other Party to review in advance any proposed communication from it to any Governmental Authority or third party; and (iii) not arrange for or participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry without consulting with each other in advance, and, to the extent permitted by such Governmental Authority, giving the other Party the opportunity to attend and participate thereat. (c) Notwithstanding anything in this Article 8 to the contrary, Purchaser shall not be required to dispose of, hold separate or make any material change in any portion of its business (including the Merger. Further, and for the avoidance of doubt, Parent will not extend Business). (d) Purchaser shall pay any waiting period filing fee(s) required in connection with any required filings under the HSR Act or enter into any agreement with the FTC, the other Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanyLaws. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each Without limiting the generality of Section 6.08, the Company and each of the Parent and Acquisition Sub Companies shall (and i) promptly take, or cause to be taken, all actions necessary to make the filings required of the Company or Parent or any of their respective AffiliatesAffiliates or Subsidiaries, if applicable)under any Antitrust Law, on including the one handHSR Act, and (ii) comply at the Companyearliest practicable date with any request for additional information or documentary material received by the Company or Parent or any of their Affiliates or Subsidiaries, on from any Governmental Authority (including the other hand, shall file with the FTC and Federal Trade Commission or the Antitrust Division of the DOJ a Notification Department of Justice pursuant to the HSR Act) and Report Form relating to this Agreement (iii) cooperate with each other in connection with any such filing and with resolving any investigation or other inquiry concerning the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but commenced by any Governmental Authority (including the Federal Trade Commission or the Antitrust Division of the Department of Justice or state attorneys general). (b) In furtherance and not in no event later than seven (7) Business Days following limitation of the date covenants of this Agreement. Each of Parent and the Company and Parent contained in Section 6.08 and Section 6.09(a), each of the Company and Parent shall (i) cooperate and coordinate with the other in the making of use its commercially reasonable efforts to resolve such filingsobjections, (ii) supply the other with any information and documentary material that if any, as may be required in order to make such filings, (iii) supply as promptly as reasonably practicable asserted with respect to the FTC Merger or the DOJ any additional information that reasonably may be required or requested other transactions contemplated by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger this Agreement under any Antitrust LawsLaw. If any administrative, including judicial or legislative action or proceeding is instituted (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required threatened to be divested instituted) challenging the Merger or a license or grant any other transaction contemplated by this Agreement as violative of commercialization rights to businessesany Antitrust Law, product lines, fields each of use, or assets of the Company and Parent or shall cooperate and use its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective commercially reasonable best efforts vigorously to contest and resist any Legal Proceeding such action or proceeding, and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent, ) that is in effect and that prohibitsrestricts, prevents or restricts prohibits consummation of the transactions Merger or any other transaction contemplated by this Agreement. Notwithstanding the foregoing or anything contained in this Agreement and (4) otherwise taking to the contrary, in no event shall Parent be required to, or committing the Company be permitted to, agree to take actions after the Closing with respect to one any divestiture of any businesses, assets or more product lines of the businessesCompany, product lines, fields of useParent, or assets any of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required their respective Subsidiaries in order to enable any approval under any Antitrust Law that is necessary to consummate the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ Merger or any other Governmental Authority not to consummate the transactions transaction contemplated by this Agreement, except in accordance with the prior written consent of the Companytheir respective terms, to be received. (bc) Each of the Company and Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any material communication received by such party or any of its Affiliates from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement in connection Agreement. Each of the Company and Parent shall advise the other promptly of any understandings, undertakings or agreements which such party or any of its Affiliates or Subsidiaries proposes to make or enter into with the Federal Trade Commission, the Antitrust Division of the Department of Justice or any filings or investigations with, by or before any other Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyby this Agreement.

Antitrust Filings. (a) Each of The Company, Parent and Acquisition Merger Sub shall each, as promptly as reasonably practicable, file or cause to be filed with the Federal Trade Commission (the “FTC”) and their respective Affiliatesthe United States Department of Justice (the “DOJ”) the filings and other materials required under the HSR Act, if applicable)or any other applicable antitrust or competition Laws in order to consummate this Agreement, on the one handOffer, the Merger, and the Company, on Transactions. Parent shall pay directly to the other hand, shall file applicable Governmental Authority the applicable filing fee required in connection with the FTC filings and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as other materials required by under the HSR Act as soon as practicable after Act, or any other applicable antitrust or competition Laws in connection with the date of this Agreement but in no event later than seven Transactions. (7b) Business Days following To the date of this Agreement. Each of extent permissible under applicable Laws, (i) Parent and the Company shall (i) cooperate with each other and coordinate with shall furnish to the other party all information necessary or desirable in connection with making any filing, notification or submission under the making of such filingsHSR Act and any other applicable antitrust or competition Laws, (ii) supply the other with and in responding to, complying with, resolving or terminating any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC inquiry or the DOJ any requests for additional information that reasonably may be required or requested made by the FTC or the DOJ and or other Governmental Authority under applicable antitrust or competition Laws, (ivii) take any and all action necessary or advisable to cause the expiration or termination each of the applicable waiting periods under parties shall promptly inform the HSR Act as soon as practicable other parties of any communication with, and to obtain prompt approval of any proposed understanding, undertaking or agreement with, the consummation of the Offer FTC or the Merger under DOJ or any Antitrust Lawssuch other Governmental Authority regarding any such filing, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order notification or otherwise, conduct of business restrictions, a sale submission or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates)Transactions, (2iii) amending any venture or other arrangement of Parent or its Affiliates (including and the Surviving Corporation and its Affiliates), (3) cooperating with Company shall give each other reasonable notice of and using their respective reasonable best efforts the opportunity to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and participate in any event no later than the Termination Date) and to otherwise avoid the entry of, meeting or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement telephone conversation with the FTC, the Antitrust Division of the DOJ or any such other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other in respect of any communication from any Governmental Authority regarding any of such filing, notification or submission or the transactions contemplated by this Agreement Transactions and (iv) the parties will timely consult and cooperate with one another in connection with any filings or investigations withanalyses, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analysesappearances, presentations, memoranda, briefs, documents, arguments, opinions opinions, proposals, submissions or other written communications explaining responses made or defending the Offer provided by or on behalf of any party in connection with all meetings, actions and the Merger, articulating any regulatory proceedings under or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer HSR Act or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals antitrust or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebycompetition Laws.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filingsfilings and in connection with resolving any investigation or other inquiry of any Governmental Authority under any applicable Laws (including Antitrust Laws) or Orders with respect to any such filing, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable practicable, and to obtain prompt approval avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including taking all such action as may be necessary to resolve such objections, if any, as the FTC or the DOJ, or any other Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger unless any such actions would reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole, or materially adverse to Parent. Without limiting the foregoing, Parent shall promptly take all actions necessary to secure the expiration or termination of any applicable waiting period under the HSR Act or any other Antitrust Law and resolve any objections asserted with respect to the Offer or the Merger by the FTC or under any applicable Law raised by any Governmental Authority, in order to avoid any Order prohibiting the consummation of, or any other impediment to, the consummation of the Offer or the Merger under any Antitrust Laws, including (1i) proposing(A) executing settlements, negotiatingundertakings, committing to and effectingconsent decrees, by consent decreestipulations or other agreements with any Governmental Authority, hold (B) selling, divesting or otherwise conveying or holding separate order particular assets or otherwise, conduct categories of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates Subsidiaries, (including C) agreeing to sell, divest or otherwise convey or hold separate any particular assets or categories of assets or businesses of the Surviving Corporation Company and its Affiliates)Subsidiaries contemporaneously with or subsequent to the Effective Time, (D) permitting the Company to sell, divest or otherwise convey or hold separate any of the particular assets or categories of assets or businesses of the Company or any of its Subsidiaries prior to the Effective Time, (E) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries, (F) terminating any joint venture or other arrangement, (G) creating any relationship, contractual right or obligation of the Company or Parent or their respective Subsidiaries or (H) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries (and, in each case, as may be required in order entering into agreements or stipulating to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry ofof any Order by, or to effect the dissolution offiling appropriate applications with, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except in connection with the prior written consent any of the foregoing and, in the case of actions by or with respect to the Company, by consenting to such action by the Company (including any consents required under this Agreement with respect to such action); provided that any such action may be conditioned upon the Closing) and (ii) defending through litigation any claim asserted in court or administrative or other tribunal by any Person (including any Governmental Authority) in order to avoid entry of, or to have vacated or terminated, any Restraint that would prevent the Closing prior to the Termination Date; provided, however, that nothing in this Agreement shall require Parent, the Company or any of their respective Subsidiaries to take any action that would be reasonably expected to be materially adverse to the Company and its Subsidiaries, taken as a whole, or materially adverse to Parent. Parent shall respond to and seek to resolve as promptly as reasonably practicable any objections asserted by any Governmental Authority with respect to the Offer and the Merger. Nothing in this Agreement shall require any party to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls or teleconferences with any Governmental Authority relating to the Offer or the MergerMerger or any other transactions contemplated hereby, (ii) give each other an opportunity to participate in each of such meetings and conference callsor teleconferences, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer Offer, the Merger or the Mergerany other transactions contemplated hereby, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and Offer, the MergerMerger or any other transactions contemplated hereby, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and Offer, the MergerMerger or any other transactions contemplated hereby, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or Offer, the Merger or any other transactions contemplated hereby and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b8.1(c). Notwithstanding anything to the contrary in this Section 7.2, materials provided to the other party or its outside counsel may be redacted (i) to remove references concerning valuation and (ii) as necessary (based on the advice of outside legal counsel) to protect reasonable attorney-client or other legal privilege. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law Law, as appropriate to protect confidential business information or to remove references concerning as otherwise designated by the valuation of the Companyparties. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to to: (i) promptly determine whether any filings not contemplated by this Section 7.2(a) 7.2 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 7.2(a) 7.2 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, hereby and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. To the extent that such additional filings are required, the parties hereto agree to cooperate with one another and keep one another informed with respect to all communications with any such Governmental Authorities to the same extent as provided in Section 7.2(b). (d) Without Parent’s prior written consent, the Company shall not commit to any divestiture transaction or agree to any restriction on the Company’s business.

Antitrust Filings. (a) Promptly after the date of this ----------------- Agreement, each of Company and Parent will prepare and file (i) with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties (the "Antitrust Filings") and (ii) any other filings required to be filed by it under the Exchange Act, the Securities Act or any other federal, state or foreign laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Company and Parent each shall promptly supply the other with any information which may be required in order to effectuate any filings pursuant to this Section 6.2. (b) Each of Company and Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and Acquisition Sub (of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Post-Effective Amendment, the Company Proxy Statement or any Antitrust Filings or Other Filings or for additional information and their respective Affiliates, if applicable)will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the CompanySEC, or its staff or any other government officials, on the other hand, shall file with respect to the FTC and Registration Statement, the Post-Effective Amendment, the Company Proxy Statement, the Merger or any Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this AgreementFiling or Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under Section 6.1 and this Section 6.2 to comply in all material respects with all applicable requirements of law and the Company shall (i) cooperate rules and coordinate with the other in the making of such filings, (ii) supply the other with regulations promulgated thereunder. Whenever any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are event occurs which is required to be divested set forth in an amendment or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after supplement the ClosingRegistration Statement, the Surviving Corporation and its Affiliates)Post-Effective Amendment, (2) amending the Company Proxy Statement or any venture Antitrust Filing or other arrangement of Parent Other Filing, Company or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each caseParent, as the case may be required in order to enable the consummation of the transactions contemplated herebybe, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement such occurrence and cooperate in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation filing with the SEC or its staff or any other partygovernment officials, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, and/or mailing to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice stockholders of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument Company and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be such amendment or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebysupplement.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven five (75) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, and (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ DOJ. Without limiting the generality of the foregoing or any other provision of this Agreement, Parent and (iv) the Company shall take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable before the Expiration Time, and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including (1A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or assets interests therein of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2B) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4C) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger; provided, that, notwithstanding anything to the contrary set forth in Section 6.2 or this Section 6.3(a), in no event shall the Parent or its Affiliates be required to take any of the foregoing actions in clauses (A) through (C) to the extent that such actions would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; provided, further, that the Company will not agree to take any of the actions specified in clauses (A) through (C) above without the written consent of Parent. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority Body not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanyCompany (which, in the case of the extension of the waiting period, consent shall not be unreasonably withheld, conditioned or delayed). (b) Parent and the Company shall, on behalf of the parties hereto, jointly control and lead all communications with any Governmental Body relating to Antitrust Laws, subject to compliance with this Section 6.3. Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority Body regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority Body relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority Body with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental AuthorityBody, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and conference calls with any Governmental Authority Body relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority Body regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or or responding to requests or objections made by any Governmental AuthorityBody, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority Body regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority Body relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1B)(1) of Annex A and Section 8.1(b7.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a6.3(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations Consents not contemplated by Section 7.2(a6.3(a) are required to be or should be obtained, from any Governmental Authority Body under any other applicable Law in connection with the transactions contemplated herebyby this Agreement, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers Consents that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyby this Agreement.

Antitrust Filings. (a) Each of Parent and Acquisition Sub Within five (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (75) Business Days following the date of this Agreement. Each of Parent and hereof, the Company and Parent shall (i) cooperate each make such premerger filings and coordinate any other filing or notification with the other in the making of such filingsAntitrust Authorities, (ii) supply the other with any information and documentary material that if any, as may be required in order to make under the Antitrust Laws, concerning the Transaction. From the date of such filingsfiling until the Closing Date, (iii) supply as promptly as reasonably practicable to the FTC Company and Parent shall file all reports or the DOJ any additional information that reasonably may be other documents required or requested by the FTC Antitrust Authorities under the Antitrust Laws, or otherwise and will comply promptly with any requests by the DOJ Antitrust Authorities for additional information concerning the Transaction, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. Parent shall pay all fees required in connection with any filing required under the Antitrust Laws, and Parent shall (ivand shall cause its Subsidiaries and Affiliates to) take use best efforts to insure that any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods imposed under the HSR Act Antitrust Laws terminate or expire as soon early as practicable and practicable. Parent’s obligations under this Section 5.3(a) to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Lawsuse best efforts shall include, including if necessary, (1i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order order, or otherwise, conduct of business restrictionsthe sale transfer, a sale license, divestiture or other disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businessesany entities, assets, product lines, fields of useinterests, or assets facilities of Parent or its Affiliates Affiliates; (includingii) terminating, after the Closingamending or assigning existing relationships and contractual rights and obligations; or (iii) amending, the Surviving Corporation and its Affiliates), (2) amending any venture assigning or terminating existing licenses or other arrangement of Parent agreements and entering into such new licenses or its Affiliates (including the Surviving Corporation and its Affiliates)other agreements; provided, (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanenthowever, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may any such action shall be required in order to enable conditioned upon the consummation of the transactions contemplated hereby, including the Merger, and notwithstanding anything to occur as soon as reasonably practicable (and the contrary set forth in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with Parent (and its Subsidiaries and Affiliates) shall not be required to take, or agree or commit to take, any such action or agree or commit to, or effect, any such other matter described in clauses (i), (ii) or (iii) above that, in the prior written consent reasonable judgment of Parent, would reasonably be expected to be materially adverse to the business of Parent or the Company. Subject to the foregoing limitations, each party agrees to use (and cause its Subsidiaries and Affiliates to use) best efforts to cooperate and oppose any temporary restraining order, rescission order, preliminary injunction, or hold separate order sought by any Governmental Body to unwind, prevent, or delay the Transactions. (b) Each of The Company and Parent and Acquisition Sub (and shall furnish, or cause their respective Affiliatescounsel to furnish, if applicable), on to each other such necessary information and reasonable assistance as the one hand, other may reasonably request in connection with both its determination of what filings are necessary under the Antitrust Laws and the Companypreparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Company and Parent will cause their respective counsel to supply to each other copies of all correspondence, on the other hand, shall promptly inform the other of any communication filings or written communications by or to such party or its Affiliates with or from any Governmental Authority regarding Body or staff members thereof, with respect to the Transactions and any of the transactions related or contemplated by this Agreement transactions, except for information submitted in connection with response to any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement documents pursuant to the HSR Act with respect to Antitrust Laws which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of reveal the Company’s or Parent’s negotiating objectives or strategies or purchase price expectations. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven within five (75) Business Days calendar days following the date execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the other applicable Antitrust Laws in connection with the Merger at times mutually reasonably agreed to by Parent and the Company. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or the DOJ Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws and (iv) take any and all action reasonably necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the Merger as soon as practicable practicable, and to obtain prompt approval of any required consents under any other Antitrust Laws applicable to the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private partysuch filings. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Laws applicable to the Merger with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (iA) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (iiB) give each other an opportunity to participate in each of such meetings and conference callsmeetings, (iiiC) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (ivD) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (vE) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer Merger and the Merger, (viF) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b)Merger. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to remove references concerning the valuation of the Companyprotect confidential business information. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub Buyer (and their respective its Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file will, (1) file, or cause to be filed, with the FTC United States Federal Trade Commission (“FTC”) and the Antitrust Division of the DOJ United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated hereby by this Agreement as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven within ten (710) Business Days following the date of this AgreementAgreement (such filings shall specifically request early termination of the waiting period, and Buyer shall be responsible for one hundred percent (100%) of the filing fee payable under the HSR Act); and (2) promptly file comparable pre-transaction notification filings, forms and submissions with any Governmental Authority that are required by other applicable antitrust laws in connection with the transactions contemplated by this Agreement (with any comparable pre-transaction filings to be made as soon as reasonably practicable following the date of this Agreement and Buyer shall be responsible for one hundred percent (100%) of the filing fee payable with respect to such filing). Each of Parent Buyer and the Company shall will (iA) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings, ; (iiB) supply the other (or cause the other to be supplied) with any information and documentary material or documents that may be required in order to make such filings, provided that insofar as any such information or documents are competitively sensitive, such information or documents may be provided directly to the relevant Governmental Authorities or, if required, on an outside counsel-to-counsel, in each case on a strictly confidential basis; (iiiC) supply as promptly as reasonably practicable (or cause the other to the FTC or the DOJ be supplied) any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or the DOJ Governmental Authorities of any other applicable jurisdiction in which any such filing is made; and (ivD) take any and all action necessary or advisable use their reasonable best efforts to (1) cause the expiration or termination of the applicable waiting periods under pursuant to the HSR Act as soon as practicable and any other antitrust laws applicable to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to transactions contemplated by this Agreement; and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending obtain any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts required consents pursuant to contest and resist any Legal Proceeding and antitrust laws applicable to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable practicable. Buyer (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective its Affiliates, if applicable), on the one hand, and the CompanyCompany (and its Affiliates), on the other hand, shall will promptly inform the other party of any material communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private partysuch filings. If any party hereto Party or an Affiliate thereof shall receive receives a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect or any other antitrust laws applicable to which any such filings have been madethe transactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, Party will make (or cause to be made), as soon as reasonably practicable and after consultation with the other partyParties, an appropriate response in compliance with to such request. In connection with and without limiting the foregoing, Notwithstanding anything to the extent reasonably practicable and unless prohibited by applicable Law contrary in this Section 8.6, materials provided to the other party or by the applicable Governmental Authority, the parties hereto agree to its outside legal counsel may be redacted as necessary (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer address good faith legal privilege or the Mergerconfidentiality concerns, (ii) give each other an opportunity to participate in each of such meetings comply with applicable Law and conference calls, (iii) keep to remove any information relating to Company valuation. (b) Without limiting the other party reasonably apprised with respect generality of the Parties’ undertaking pursuant to Section 8.5(a), each Party agrees to use its reasonable best efforts to avoid or eliminate impediments under any oral communications with antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority regarding so as to enable the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding Parties to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with expeditiously consummate the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that by this Agreement no later than the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyTermination Date.

Antitrust Filings. (a) As promptly as practicable after the date of this Agreement, each of the Purchaser and the Parent will prepare and file (i) with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act as agreed to by the parties (the "ANTITRUST FILINGS") and (ii) any other filings required to be filed by it under any other federal, state or foreign laws relating to the transactions contemplated by this Agreement (the "OTHER FILINGS"). (b) The Seller Entities and the Purchaser each shall promptly supply the other with any information which may be required in order to effectuate any filings pursuant to this Section 4.7. Each of Parent the Seller Entities and Acquisition Sub (and the Purchaser will notify the other promptly upon the receipt of any comments from the FTC or DOJ or their respective Affiliates, if applicable)staffs or any other government officials in connection with any filing made pursuant hereto and of any request by the FTC or DOJ or their respective staffs or any other government officials for amendments or supplements to any Antitrust Filings or Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the CompanyFTC, DOJ or their respective staffs or any other governmental officials, on the other hand, shall file with respect to any Antitrust Filing or Other Filing. Each of the Seller Entities and the Purchaser will cause all documents that it is responsible for filing with the FTC or DOJ or other regulatory authorities under this Section 4.7 to comply in all material respects with all applicable requirements of law and the Antitrust Division of the DOJ a Notification rules and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no regulations promulgated thereunder. Whenever any event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are occurs which is required to be divested set forth in an amendment or a license supplement to any Antitrust Filing or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each caseOther Filing, as the case may be required in order to enable the consummation of the transactions contemplated herebybe, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent each party will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of such occurrence and cooperate in filing with the FTC or DOJ or their respective staffs or any communication from other government officials such amendment or supplement. (c) The Purchaser shall resolve any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority objections that may be asserted with respect to the transactions contemplated by this Agreement pursuant to hereby under the HSR Act with respect to which or any such filings have been made, then such party shall use its reasonable best efforts to make, other antitrust or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law trade regulatory laws or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing regulations of any analyses, presentations, memoranda, briefs, arguments, opinions administrative or other written communications explaining governmental body or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Companyagency. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. In the event that Purchaser or the Company reasonably determines that it is required to make a pre-merger notification filing (aan “Antitrust Filing”) Each under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Parent and Acquisition Sub 1976, as amended (and their respective Affiliates, if applicablethe “HSR Act”), on or the one handIsraeli Restrictive Trade Practices Law, 1988 (the “RTP Law”), or any corresponding law or regulation of any other foreign Governmental Authority (a “Foreign Antitrust Filing”) with respect to the Merger and the Companyother transactions contemplated hereby, on such party shall promptly notify the other hand, shall file with the FTC parties of such requirement and the Antitrust Division thereafter each of the DOJ parties will: (1) as promptly as is practicable, make its required filings under the HSR Act, the RTP Law or any laws mandating a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Foreign Antitrust Filing; (2) as required by promptly as is practicable after receiving any governmental request under the HSR Act as soon as practicable after the date RTP Law or any corresponding law or regulation of this Agreement but in no event later than seven any foreign Governmental Authority for additional information, documents, or other materials, use its commercially reasonable best efforts to comply with such request; (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i3) cooperate and coordinate with the other in the making of such connection with resolving any governmental inquiry or investigation, whether domestic or foreign, relating to their respective HSR Act filings, (ii) supply RTP Law fillings or Foreign Antitrust Filings, as the other with any information and documentary material that case may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of usebe, or assets of Parent any related inquiry or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and investigation; (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from with, and any proposed understanding, agreement, or undertaking with any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings Authority, whether domestic or investigations withforeign, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the their respective HSR Act with respect to which any such filings have been madefilings, then such party shall use its reasonable best efforts to makeRTP Law fillings or Foreign Antitrust Filings, as the case may be, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, any related inquiry or investigation; (5) to the extent reasonably practicable and unless prohibited by applicable to the extent allowed under Applicable Law, give the other reasonable advance notice of, and the opportunity to participate in (directly or through its representatives), any meeting or conference with any Governmental Authority, whether domestic or foreign, relating to their respective HSR Act filings, RTP Law fillings or Foreign Antitrust Filings, as the case may be, or any related inquiry or investigation; and (6) pay any filing fees required to be paid in connection with such filings, if any, under the HSR Act, the RTP Law or by in connection with any Foreign Antitrust Filings. (7) Anything to the applicable Governmental Authoritycontrary notwithstanding, the parties hereto understand and agree that the commercially reasonable efforts of any party hereto shall not be deemed to include (i) give each other reasonable advance notice of all meetings and conference calls entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority relating to in connection with the Offer Transactions or the Merger, (ii) give each divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other an opportunity action (or otherwise agreeing to participate in each do any of such meetings and conference calls, (iiithe foregoing) keep the other party reasonably apprised with respect to any oral communications with of their respective Subsidiaries or any Governmental Authority regarding the Offer of their respective Affiliates’ businesses, assets or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Companyproperties. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliatesaffiliates, if applicable), on the one hand, and the CompanyCompany (if applicable), on the other hand, shall (i) file with the FTC and the Antitrust Division of the DOJ United States Department of Justice (the “DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven within ten (710) Business Days following the date execution and delivery of this AgreementAgreement or such later date as may be mutually agreed by antitrust counsel for Parent and the Company, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by any other applicable Antitrust Laws in connection with the Transactions within ten (10) Business Days following the execution and delivery of this Agreement (or, if later, of the identification by a party that such filing with a foreign Governmental Authority is so required) or such later date as may be mutually agreed by antitrust counsel for Parent and the Company. Parent shall pay directly to the applicable Governmental Authority the applicable filing fee required in connection with the filings and other materials required under the HSR Act or other applicable antitrust or competition Laws in connection with the Transactions. Each of Parent and the Company shall (iA) cooperate and coordinate with the other in the making of such filings, ; (iiB) supply the other with any information and documentary material that may be required in order to make such filings, ; (iiiC) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC FTC, the DOJ or the DOJ Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws; and (ivD) subject to Section 6.3(c), take any and all action reasonably necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the Transactions as soon as practicable practicable, and to obtain prompt approval of the consummation of the Offer or the Merger any required consents under any other Antitrust Laws, including (1) proposing, negotiating, committing Laws applicable to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur Transactions as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Companypracticable. (b) Each of Parent and Acquisition Merger Sub (and their respective Affiliatesaffiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement Transactions in connection with such filings and, if permitted or not objected to by the relevant Governmental Authority, shall permit the other party to participate in any filings meeting, telephone conversation or investigations with, by or before any other similar communication on substance that such party has with a Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private partyregarding Antitrust Laws. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement Transactions pursuant to the HSR Act or any other Antitrust Laws applicable to the Transactions with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, Any information a party provides to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding under this Section 6.3 may be designated by the Offer or providing party in its reasonable discretion as provided for review only by the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or outside counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Companyreceiving party. (c) Each Subject to the next sentence, Parent shall take any and all action required by a Governmental Authority in respect of Parentan Antitrust Law that is necessary to ensure that no such Governmental Authority enters any order, Acquisition Sub and decision, judgment, decree, ruling, injunction (preliminary or permanent), or establishes any law, rule, regulation or other action preliminarily or permanently restraining, enjoining or prohibiting the Company shall cooperate consummation of the Transactions, or to ensure that no such Governmental Authority with one another in good faith the authority to clear, authorize or otherwise approve the consummation of the Transactions, fails to do so by the Outside Date, including (i) promptly determine whether selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, assets, categories of assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminating any filings not contemplated by Section 7.2(aventure or other arrangement; (iv) are required to be creating any relationship, contractual rights or should be made, and whether obligations of the Company or Parent or their respective Subsidiaries or (v) effectuating any other consentschange or restructuring of the Company or Parent their respective Subsidiaries (and, approvalsin each case, permits to enter into agreements or authorizations not contemplated by Section 7.2(a) are required stipulate to be the entry of an order or should be obtained, from decree or file appropriate applications with any Governmental Authority under any other applicable Law in connection with any of the transactions contemplated herebyforegoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; by consenting to such action by the Company and provided, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Transactions) (each a “Divestiture Action”). Notwithstanding anything in this Agreement to the contrary, neither Parent nor Merger Sub shall be required to take, or cause to be taken, any Divestiture Action that Parent determines in its reasonable judgment would be reasonably likely to have a fundamental and adverse impact on the business of, or Parent’s strategy with respect to, the combined nutrition businesses of Parent and the Company. In the event that any action is threatened or instituted challenging any of the Transactions as violative of any pre-merger notification requirement or other Antitrust Law, Parent shall take all action necessary, including any Divestiture Action, to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Transactions in accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the Transactions, Parent shall take promptly any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Outside Date. (d) If any Divestiture Action agreed to by Parent requires action by or with respect to the Company or its Subsidiaries or its or their businesses or assets, and (ii) promptly make any filingssuch action would constitute a breach of this Agreement, furnish information required in connection therewith the Parent hereby agrees to consent to the taking of such action by the Company and seek to obtain timely any such consentsaction may, permitsat the discretion of the Company, authorizations, approvals or waivers that be conditioned upon consummation of the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyTransactions.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ DOJ, and (iv) use reasonable best efforts to take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable practicable, and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and take all such action as reasonably may be necessary to have vacatedresolve such objections, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each caseif any, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ DOJ, or any other Governmental Authority not Person may assert under any applicable Antitrust Laws with respect to consummate the transactions contemplated by Offer and/or the Merger. Notwithstanding the foregoing or any other provision of this Agreement, except with nothing in this Section 7.2 or any other provision of this Agreement shall require Parent, the prior written consent Company or any of its Subsidiaries to take any action that would be materially adverse to either the CompanyCompany or Parent. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference callsmeetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b8.1(c). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to remove references concerning the valuation of the Companyprotect confidential business information. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to to: (i) promptly determine whether any filings not contemplated by this Section 7.2(a) 7.2 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 7.2(a) 7.2 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Subject to the terms and conditions of this Agreement, each of Parent, Acquisition Sub and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and make effective all transactions contemplated by this Agreement, as soon as practicable after the date hereof, including preparing and filing, in consultation with the other parties and as promptly as advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Merger or any of the other transactions contemplated by this Agreement (including those set forth in Section 3.04 of the Company Disclosure Letter). (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable)Sub, on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date execution and delivery of this AgreementAgreement (unless otherwise agreed by the parties). Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, filings and (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanyDOJ. (bc) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable)Sub, on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and advisable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all in-person meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference callsmeetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (viv) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (viv) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (viivi) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (ASection 7.01(b) and Section 7.01(c); provided, that in the event the parties to this Agreement disagree, in good faith, despite good faith cooperation and consultation of the parties as required herein, on any strategy related to Antitrust Law (C)(1) of Annex A including whether to take any action required hereby), Parent shall, subject to and without limiting Parent’s obligations under this Section 8.1(b6.02, be permitted to implement a strategy which it has previously discussed and consulted with and as to which it has taken the Company’s views into account in good faith and which it has developed, implemented and pursued with a view to obtaining any necessary clearances under Antitrust Law as promptly as reasonably practicable (and in any event by the Termination Date). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information and may be redacted (i) to remove references concerning the valuation of the CompanyCompany and its Subsidiaries, (ii) as necessary to comply with contractual arrangements or applicable Laws and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. (cd) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to to: (i) promptly determine whether any filings not contemplated by this Section 7.2(a) 6.02 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 7.2(a) 6.02 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, hereby and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (e) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.02, Parent shall take, and cause its Affiliates to take all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals under applicable Antitrust Law (collectively, “Antitrust Clearances”), including accepting operational restrictions or limitations on, and committing to or effecting, by consent decree, hold separate orders, trust or otherwise, the sale, license, disposition or holding separate of, such assets or businesses of Parent, Acquisition Sub, the Company, the Surviving Corporation or any of their respective Affiliates (and the entry into agreements with, and submission to decrees, judgments, injunctions or orders of such Governmental Authority) as may be required to obtain such Antitrust Clearances or to avoid the entry of, or to effect the dissolution of or vacate or lift, any decrees, judgments, injunctions or orders under any Antitrust Laws that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement, including the Merger.

Antitrust Filings. The Purchaser covenants to: (a) Each of Parent and Acquisition Sub (and their respective Affiliatesfile, if applicable)or cause to be promptly filed, on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but and in no any event later than seven within fifteen (715) Business Days following days after the date of this Agreement. Each Agreement or any shorter term provided for by applicable Competition Laws, with each competent Governmental Authority with regulatory jurisdiction over enforcement of Parent any applicable Competition Laws identified on Schedule 4.1(a) (each, an “Antitrust Authority”) all such notices, applications and other documents as may be necessary to consummate the transactions contemplated hereby; the Sellers will use their best efforts to cause the Company and the Company shall (i) Subsidiaries to cooperate and coordinate with the other in Purchaser by providing information pertaining to the making Group and necessary to such notices and applications; (b) provide a copy to the Sellers of such filingsany material notice, application or document under (iia) supply above, as well as the other with receipt of any information and documentary material that may be required in order to make such filings, (iii) supply notice from any Antitrust Authority as promptly soon as reasonably practicable to the FTC extent such documents do not contain any commercial or other competitively-sensitive information related to the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination business of the applicable waiting periods under Purchaser or its corporate group (in which case, to the HSR Act as soon as practicable extent that competitively-sensitive information can be effectively redacted by Purchaser without unreasonable effort, Purchaser shall provide to Sellers redacted copies of such documents); and (c) thereafter, diligently pursue all consents and to obtain prompt approval of the consummation of the Offer or the Merger under approvals from any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, Authority as may be required in order necessary to enable the consummation of consummate the transactions contemplated hereby, including keeping the Merger, Sellers duly and timely informed about the relevant process. The Sellers covenant to occur as soon as reasonably practicable jointly file with the Purchaser any notifications identified on Schedule 4.1(a) where joint filing by the Parties is required. The Parties shall promptly provide each other (and in any event no later than Sellers shall cause the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, Company and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoingSubsidiaries, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authorityrequired, the parties hereto agree to (ipromptly provide to them) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith with any assistance, information and documentation reasonably required to prepare the views notification, provided that, should commercial or any other compete relevant information be required in this respect, the Parties shall act so as to absolutely prevent any reciprocal disclosure of the other with respect toany of such information (e.g., all written communications (including any analysesby having such information exchanged, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required it may be necessary, exclusively between their respective lawyers under applicable Law or to remove references concerning the valuation of the Companyadequate legal privilege and confidentiality protection). (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven fifteen (715) Business Days following the date execution and delivery of this AgreementAgreement and (ii) as promptly as practicable, make the required filings under the Antitrust Laws of the jurisdictions set forth in Section 4.5 of the Company Disclosure Letter. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC the DOJ, or the DOJ other Governmental Authority and (iv) use reasonable best efforts to take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable practicable, and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and take all such action as reasonably may be necessary to have vacatedresolve such objections, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each caseif any, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ DOJ, any Governmental Authority, or any other Governmental Authority not Person may assert under any applicable Antitrust Laws with respect to consummate the transactions contemplated by Offer and/or the Merger. Notwithstanding the foregoing or any other provision of this Agreement, except with nothing in this Section 7.2 or any other provision of this Agreement shall require Parent, the prior written consent Company or any of its Subsidiaries to take any action that would result in a material adverse effect on Parent or the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with to such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference callsmeetings, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1D)(1) of Annex A and Section 8.1(b8.1(a)(iii). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to remove references concerning the valuation of the Companyprotect confidential business information. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to to: (i) promptly determine whether any filings not contemplated by this Section 7.2(a) 7.2 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 7.2(a) 7.2 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek use reasonable best efforts to take all action necessary to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. To the extent that such additional filings are required, the parties hereto agree to cooperate with one another and keep one another informed with respect to all communications with any such Governmental Authorities to the same extent as provided in Section 7.2(b).

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective AffiliatesAfter the Agreement Date, if applicable)Buyer, on the one hand, each Seller and the Company, on the other handas applicable, shall file with the FTC will each make in timely fashion all filings and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as notifications required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of all other filings and notifications that Buyer deems necessary or desirable in connection with the consummation of the Offer or the Merger Transactions under any other applicable Antitrust Laws, including Laws (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closingcollectively, the Surviving Corporation and its Affiliates)“Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. Each party shall pay any filing fees for which it is responsible in connection with the Antitrust Filings, (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates)except that, (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may Buyer shall be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and solely responsible for the avoidance payment of doubt, Parent will not extend any waiting period filing fees in connection with the filing of any Notification and Report Forms under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanyAct. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall As promptly inform the other of as is practicable after receiving any communication request from any appropriate Governmental Authority regarding any of the transactions contemplated by this Agreement Entity for information, documents, or other materials in connection with any filings or investigations withthe review of the Antitrust Filings, by or before any Governmental Authority relating to this Agreement or Buyer, the transactions contemplated herebyCompany and each Seller, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to as the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been madecase may be, then such party shall use his, her or its commercially reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance comply with such request. In connection with and without limiting the foregoingrequest and, to the extent reasonably practicable and unless prohibited permitted by applicable Law or by Law, permit the applicable Governmental Authorityother parties’ legal counsel (in the case of the Sellers, the parties hereto agree Seller Representative’s counsel) to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer, the Company and each Seller shall each cooperate reasonably with the others in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer, the Company and each Seller shall each promptly inform the others (iin the case of informing the Sellers, by informing the Seller Representative) of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer, the Company and each Seller shall each give each the other reasonable advance notice of all meetings of, and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each (directly or through its representatives, and in the case of the Sellers only by or through the Seller Representative) any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such meetings and conference calls, (iii) keep participation by the other party reasonably apprised with respect is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer, the Company and each Seller agrees to any oral communications with any Governmental Authority regarding the Offer use his, her or the Merger, (iv) cooperate in the filing its commercially reasonable efforts to secure termination or expiration of any analyseswaiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, presentationsas applicable, memorandafor the Transactions. Notwithstanding the foregoing, briefs, arguments, opinions or other written communications explaining or defending for purposes of this Section 5.6(b) the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide Seller Representative shall take all actions on behalf of each other with a reasonable advance opportunity to review and comment uponSeller, and consider in good faith the views of the other with respect to, shall give and receive all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel notices on behalf of each partySeller, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis except to the extent required not permissible under applicable Law or to remove references concerning the valuation of the CompanyLaw. (c) Each Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of Parentits Affiliates, Acquisition Sub and in order to obtain the Company shall cooperate with one another in good faith consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) promptly determine whether sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any filings not contemplated assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Section 7.2(a) are required to be Buyer, the Company or should be madeany Subsidiary or by any of their respective Affiliates of any assets or businesses, and whether or any other consentsinterests in any assets or businesses), approvalsor any change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make enter into any filingsagreement or be bound by any obligation that Buyer may deem in its sole discretion to have an adverse effect on the benefits to Buyer of the Transactions, furnish information required (iii) modify any of the terms of this Agreement, or the Transactions, or (iv) initiate or participate in connection therewith and seek any legal proceeding with respect to any such matters. (d) In the event that Buyer is requested, in order to obtain timely the consent or successful termination or expiration of any review under any Law regarding the Transactions, to take any of the actions set forth in Section 5.6(c) or if such consentsconsent, permitssuccessful termination or expiration has not been obtained within ninety (90) days following the date of Buyer filing its Antitrust Filing under any applicable Antitrust Law, authorizationsBuyer shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the Transactions, approvals or waivers that notwithstanding this Section 5.6. If Buyer so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyCompany.

Antitrust Filings. (a) Each Subject to the terms and conditions of Parent and Acquisition Sub this Agreement, the Parties shall use all commercially reasonable efforts to (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating pursuant to this Agreement and the HSR Act with respect to the transactions contemplated hereby as required by the HSR Act as soon as practicable within fourteen (14) days after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, hereof; (ii) supply the other with as promptly as practicable any additional information and documentary material that may thereafter be required in order requested pursuant to make such filings, the HSR Act; and (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval practicable. (b) In connection with the efforts referenced in Section 7.4(a), each of the consummation of the Offer or the Merger under any Antitrust Laws, including Parties shall use all commercially reasonable efforts to (1i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating cooperate with each other in connection with any filing or submission and using their respective in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the other Parties informed in all material respects of any material communication received by such Party from, or given by such Party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby and (iii) permit the other Parties to review any material communication given to it by, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or in connection with any proceeding by a private party. Each of the Parties shall coordinate and cooperate fully with the other Parties in exchanging such information and providing such assistance as such other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act. (c) If any objections are asserted with respect to the transactions contemplated hereby or if any suit is instituted by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of the HSR Act, each of the Parties shall use all commercially reasonable best efforts to contest and resist resolve such objections or challenge as such Governmental Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal ProceedingsOrder, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts so as to permit consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (4d) otherwise taking or committing Notwithstanding anything in this Section 7.4 to the contrary, Buyer shall not be required to take actions after the Closing with respect any action or to one or more agree to any modification of the businesses, product lines, fields terms of use, this Agreement or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required any Ancillary Agreement in order to enable cause the consummation expiration or termination of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period periods under the HSR Act or enter into to resolve any agreement with the FTC, the Antitrust Division objection or challenge of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any or a private party if the Buyer determines in its good faith judgment that the effect of such action or modification would be to cause a Material Adverse Effect to Buyer or the EMG Business or to impair materially the value to the Buyer of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyEMG Business. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. In addition to and without limiting the covenants and agreements of the parties contained elsewhere in this Agreement: (a) Each The Parties shall use their best efforts to (i) as soon as practicable, take all actions necessary to make the filings and notifications required of Parent and Acquisition Sub (and such Parties or any of their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by Affiliates under the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent or any Antitrust Law and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply comply at the other earliest practicable date with any request for additional information and or documentary material that may be required in order to make such filingsreceived by Parent, (iii) supply as promptly as reasonably practicable Merger Sub, Shareholders or the Company or any of their Affiliates from the Antitrust Division, the Federal Trade Commission or any state antitrust enforcement agency. The Parties shall take all action necessary, proper and advisable under applicable Law with respect to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and following: (ivA) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including, without limitation, by responding as promptly as practicable and to obtain prompt approval of any inquiries received from the consummation of the Offer Antitrust Division or the Merger under Federal Trade Commission or any Governmental Authority for additional information or documentation and (B) to cause the expiration or termination of applicable waiting periods, the satisfaction of such other filing requirements, or the issuance of such approvals, consents or authorizations as may be required with respect to the Antitrust LawsLaws of any Governmental Authority, including (1) proposing, negotiatingbut not limited to, committing to and or effecting, by consent decree, hold separate order orders, or otherwise, conduct of business restrictions, a the sale or disposition of such of its assets or businesses as business or of the Business to be acquired by it pursuant to this Agreement that are required to be divested or a license or grant in order to avoid the entry of commercialization rights to businessesany decree, product linesjudgment, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture injunction or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal ProceedingsOrder, whether temporary, preliminary or permanent, under any Antitrust Law, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing the or restricting consummation of the transactions contemplated herebyContemplated Transactions; provided, including however, that for purposes of this Article 8(a), the Merger. FurtherCompany and Parent shall not be required to sell or dispose of assets if such sales or dispositions would have, with respect to the Company, a Material Adverse Effect, or with respect to Parent, a material adverse effect on the Parent's business. (b) The Parties shall, in connection with the efforts referenced in the foregoing paragraph to obtain all requisite approvals and authorizations for the avoidance Contemplated Transactions under Antitrust Laws (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry; (ii) promptly inform the other party of doubtany communication to it from any Governmental Authority and permit the other Party to review in advance any proposed communication from it to any Governmental Authority or third party; and (iii) not arrange for or participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry without consulting with each other in advance, and, to the extent permitted by such Governmental Authority, giving the other Party the opportunity to attend and participate thereat. (c) Parent will not extend shall pay the filing fee(s) required in connection with any waiting period filings under the HSR Act or enter into any agreement required in connection with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file (i) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as required by the HSR Act as soon as practicable after the date of this Agreement but and in no event later than seven ten (710) Business Days following the date of this Agreement (unless a later date is mutually agreed upon between the parties); provided, if there are any changes in the applicable regulations under the HSR Act between the date hereof and the last date the notification and report forms under the HSR Act are required to be submitted pursuant to this Agreement, then the Company, Parent and Merger Sub shall use commercially reasonable efforts to file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter, and (ii) any other submission required pursuant to any Foreign Antitrust Laws as soon as reasonably practicable after the date of this Agreement and in any event by no later than ten (10) Business Day after the date hereof (collectively, the “Company Approvals”). Each of Parent and the Company shall (iA) cooperate and coordinate with the other in the making of such filings, (iiB) supply the other with any information and documentary material that may be required in order to make such filings, (iiiC) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ or any foreign Governmental Authority responsible for the enforcement of any Foreign Antitrust Laws and (ivD) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating cooperate with each other and using their respective use commercially reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated Transactions through the Termination Date. (b) Each of Parent and Merger Sub shall, and shall cause their respective Affiliates to, subject to the proviso in this sentence, take all lawful actions to obtain as promptly as reasonably practicable all Company Approvals, promptly undertake any and all actions necessary or advisable to avoid or prevent the prohibition of, or commencement of any action challenging, the Transactions by this Agreement and (4) otherwise taking or committing to take actions after the Closing on behalf of any Governmental Authority with respect to one the Company Approvals and proffer to any Governmental Authority to take such actions as may be necessary or more appropriate in order to obtain all Company Approvals as soon as reasonably practicable, including (i) proffering and consenting and/or agreeing to the sale, divestiture, licensing or other disposition, or the holding separate, of particular assets, categories of assets or portions of any business of the businessesCompany, product linesParent or any of their respective Subsidiaries, fields including terminating existing relationships, contractual rights or obligations of usethe Company, Parent or their respective Subsidiaries, creating any relationship, contractual right or obligation of the Company, Parent or their respective Subsidiaries, (ii) promptly effecting the disposition, licensing or holding separate of particular assets, categories of assets or portions of any business of the Company, Parent or any of their respective Subsidiaries and (iii) agreeing to such limitations on the conduct or actions of Parent and and/or its Affiliates (including the Surviving Corporation and its Affiliates)Subsidiaries) with respect to any particular assets, categories of assets or portions of any business of the Company, Parent or any of their respective Subsidiaries, in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including Offer and the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination DateDate (as it may be extended)) including entering into agreements or stipulating to the entry of any Order by, or filing any applications with, any Governmental Authority in connection with any of the foregoing (the actions referred to in clauses (i), (ii) and (iii), “Remedy Actions”); provided, however, that notwithstanding anything in this Agreement to otherwise avoid the entry ofcontrary (A) Parent and its Affiliates shall not be obligated to take, or to effect and without the dissolution ofprior written consent of Parent, neither the Company nor its Subsidiaries shall take, any preliminary Remedy Action unless all such actions, taken together, would be immaterial to Parent or permanent injunction which would otherwise have the Company and their respective Subsidiaries (taken as a whole), (B) Parent and its Affiliates shall not be obligated to take any Remedy Action with respect to Parent, its Affiliates or their respective assets, categories of assets, businesses, relationships, contractual rights, obligations or arrangements, (C) neither Parent nor any of its Affiliates shall be required to commit to provide prior notice or seek prior approval from any Governmental Authority of any future transaction to the extent permitted under Section 7.2(d) and (D) Parent, the Company or their respective Affiliates shall not be required to (and the Company and its Subsidiaries shall not, without the prior written consent of Parent) proffer, consent to or agree to or effect of preventing any Remedy Action unless such Remedy Action is conditioned upon the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent neither party will not extend any waiting period under the HSR Act (by pull and refile or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by Transactions without the consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, except Parent shall be responsible for, and the Company shall reasonably cooperate with respect to, the prior written consent planning, structuring (including tax structuring) and implementation of any actions referred to in this Section 7.2(b). No party’s obligations under this Section 7.2(b) or the performance hereof shall entitle such party to any adjustment or modification of the CompanyOffer Price or any other terms and conditions of this Agreement. (bc) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated herebyTransactions, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement Transactions pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its commercially reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to attend and participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other substantive written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the MergerMerger (subject to withholding or redactions to address reasonable confidentiality concerns), (vi) provide each other (or counsel of each party, as appropriate) with copies of all substantive written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect toregarding, all material deliberations with respect to all efforts to satisfy the Antitrust Clearance Condition, the No Legal Restraint Condition (solely in respect of any Antitrust Law or Order under any Antitrust Law) and the No Antitrust Proceedings Condition and the conditions set forth in clauses Section 9.2; provided, that Parent (Aand its Affiliates, if applicable) in consultation with Merger Sub, shall have the principal responsibility for devising and implementing the strategy to satisfy the Antitrust Clearance Condition, the No Legal Restraint Condition (solely in respect of any Antitrust Law or Order under any Antitrust Law) and (C)(1) of Annex A the No Antitrust Proceedings Condition and the conditions set forth in Section 8.1(b)9.2, and shall take the lead in all meetings and communications with, any Governmental Authority. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyCompany or confidential competitively sensitive business information of the Company or Parent or any of their Subsidiaries. (cd) Each None of Parent, Acquisition Merger Sub nor any of their Affiliates shall after the date of this Agreement acquire or agree to acquire any rights, business, Person or division thereof (by way of license, merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise) or enter into or agree to enter into any joint venture, or other similar arrangement, in each case with respect to assets or businesses that are for the development or commercialization of combustible cigarettes or other tobacco products in the United States of America and that would reasonably be expected to prevent, materially delay or materially impair Parent’s ability to obtain the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from approval of any Governmental Authority under any other Antitrust Laws or the expiration or termination of any applicable Law in connection waiting period with respect to the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyTransactions.

Antitrust Filings. (a) Each of The Company, Parent and Acquisition Merger Sub (and their respective Affiliatesshall each, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act promptly as soon as reasonably practicable after the date of this Agreement (but in no event later than seven (7) Business Days following after the date hereof), file or cause to be filed with the Federal Trade Commission (the "FTC"), the United States Department of this Agreement. Each Justice (the "DOJ") and any comparable non-United States antitrust or competition authority any notifications required to be filed under the HSR Act or comparable foreign Antitrust Laws with respect to the Transactions. (b) Subject to the terms hereof, each of Parent the Company, Parent, and the Company Merger Sub agrees, and shall cause each of its respective Subsidiaries to, and shall, if applicable, use its best efforts to cause its direct or indirect parent companies, to cooperate and to use their respective commercially reasonable efforts (i) cooperate to obtain any government clearances or approvals required for consummation of the Offer, the Merger and coordinate with the other in Transactions under the making of such filingsHSR Act and other applicable Antitrust Laws, (ii) supply the other with to respond to any government requests for information and documentary material that may be required in order to make such filingsunder any Antitrust Law, (iii) supply as promptly as reasonably practicable to the FTC contest and resist any action, including any legislative, administrative or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ judicial action, and (iv) take to have vacated, lifted, reversed or overturned any and all action necessary decree or advisable to cause the expiration other Judgment (whether temporary, preliminary or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of permanent) that restricts, prevents or prohibits the consummation of the Offer, the Merger or any other Transaction under any Antitrust Law; provided, however, nothing set forth herein shall be deemed in any way to require Parent or Merger Sub to agree to or to effect any divesture, hold separate or similar agreement with respect to any business or assets or agree to enter into, or amend, or agree to amend, any Contracts or governmental authorizations or take or refrain from taking any other action or conduct any business in any manner if, in each of the foregoing cases, doing so would reasonably be expected, individually or in the aggregate, to have an adverse impact that is material to the business or operations of Parent and its Subsidiaries, taken as a whole, or the Company and the Company Subsidiaries, taken as a whole, as of the date hereof or after giving effect to the Offer or the Merger under any Antitrust Laws, including Merger. (1c) proposing, negotiating, committing Prior to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the ClosingBoard Appointment Time, the Surviving Corporation and its Affiliatesparties will jointly and, following the Board Appointment Time (but subject to the terms of Section 1.3(c)), (2) amending Parent will, determine strategy, lead all proceedings and coordinate all activities with respect to seeking any venture actions, consents, approvals or waivers of any Governmental Authority as contemplated hereby, and the parties will each take such actions as reasonably requested by the other arrangement parties in connection with obtaining such consents, approvals or waivers. Each of the Company, Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating Merger Sub shall cooperate in all respects with each other and using their shall use its respective commercially reasonable best efforts to contest and resist any Legal Proceeding such action or proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and Offer, the Merger or any other Transaction. (4d) otherwise taking The parties agree not to extend directly or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend indirectly any waiting period under the HSR Act or any applicable non-United States Antitrust Law or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other a Governmental Authority to delay or not to consummate the transactions contemplated by this AgreementOffer, the Merger and the other Transactions, except with the prior written consent of the Company. (b) Each other parties hereto. Subject to applicable legal limitations and the instructions of any Governmental Authority, each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on Company shall (i) promptly notify the other hand, shall promptly inform the other party of any written communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any that party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect or any other Antitrust Law and, subject to which applicable Law, permit the other party to review in advance any proposed written communication to any such filings have been madeGovernmental Authority and incorporate the other party's reasonable comments, then (ii) not agree to participate in any substantive meeting or discussion with any such party shall use its reasonable best efforts to makeGovernmental Authority in respect of any filing, investigation or cause to be madeinquiry concerning this Agreement, as soon as reasonably practicable and after consultation the Offer, the Merger or the other Transactions unless it consults with the other party, an appropriate response party in compliance with such request. In connection with and without limiting the foregoingadvance and, to the extent reasonably practicable and unless prohibited permitted by applicable Law or by the applicable such Governmental Authority, gives the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to party the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference callsattend, (iii) keep furnish the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material correspondence, filings and written communications to or from between them and their Affiliates and their respective representatives on one hand, and any such Governmental Authority relating or its staff on the other hand, with respect to this Agreement, the Offer or Offer, the Merger and the other Transactions and (viiiv) cooperate furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and provide stockholders and each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other matter as may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with every statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the transactions contemplated hereby, and (ii) promptly make Company or any filings, furnish information required in connection therewith and seek of their respective Subsidiaries to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained third party and/or Governmental Authority in connection with the transactions contemplated herebyOffer, the Merger or the other Transactions.

Antitrust Filings. (a) Each The Purchaser has filed notification of Parent the business combination under the provisions of the HSR Act with the Antitrust Division of the DOJ and Acquisition Sub the FTC on September 23, 2019. Early termination of the waiting period under the HSR Act was granted on September 27, 2019. Purchaser has not made nor is it aware of any other filings or notifications that have to be made with any Authority. If required, each of the Seller (and their respective its Affiliates, if applicable), on the one hand, and the CompanyPurchaser (and its Affiliates, if applicable), on the other hand, shall will promptly file comparable pre-merger or post-merger notification filings, forms and submissions that are required by other applicable Antitrust Laws in connection with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent the Seller and the Company shall Purchaser will use commercially reasonable efforts to (iA) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) with the other in the making of such filings, ; (iiB) supply the other (or cause the other to be supplied) with any information and documentary material that may reasonably be required in order to make such filings, ; (iiiC) supply as promptly as reasonably practicable respond to the FTC or the DOJ any request for additional information that reasonably may be required or requested by relating to such filings from the FTC or the DOJ Authorities of any other applicable jurisdiction in which any such filing is made; and (ivD) take any and all reasonable action necessary or advisable to (1) cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and pursuant to obtain prompt approval of the consummation of the Offer or the Merger under any other Antitrust Laws, including (1) proposing, negotiating, committing Laws applicable to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement Agreement; and (42) otherwise taking or committing obtain any required consents pursuant to take actions after the Closing with respect any Antitrust Laws applicable to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with in each case as soon as practicable, subject to the prior written consent terms and conditions of this Agreement. Each of the Company. (b) Each of Parent and Acquisition Sub Seller (and their respective its Affiliates, if applicable), on the one hand, and the CompanyPurchaser (and its Affiliates), on the other hand, shall will promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private partysuch filings. If any party hereto or an Affiliate thereof shall receive receives a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to any Antitrust Laws applicable to the HSR Act with respect to which any such filings have been madetransactions contemplated by this Agreement, then such party shall use its reasonable best efforts to make, will make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection Each party will provide the other party in advance, with a reasonable opportunity for review and without limiting the foregoingcomment thereon, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice copies of all meetings and conference calls any proposed communication with any Governmental Authority relating to the Offer or review under any Antitrust Law of the Merger, (ii) give each other an opportunity to transactions contemplated hereby. No party shall participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications material communication or meeting with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority review under any other applicable Antitrust Law in connection with of the transactions contemplated hereby, unless the party gives the other party reasonable advance notice of such meeting or communication and, unless prohibited by the relevant Authority, permits the other party to attend and participate therein. Nothing in this Agreement obligates the Purchaser, the Seller, or any of their respective Affiliates, as applicable, to agree to or implement (i) any divestiture, holding separate, sale, license, or other disposition of any assets, businesses, or operations of the Purchaser, its Affiliates, or the Group Companies; or (ii) promptly make any filingsmodification, furnish information restriction, limitation, or other restraint or condition upon any assets, businesses, or operations of the Purchaser, its Affiliates, or the Group Companies. Any such measures to which the Purchaser agrees that affect the assets, businesses, or operations of the Group Companies shall be conditioned upon the prior occurrence of the Closing. The Purchaser (and its Affiliates, if applicable) agrees that, between the Original Agreement Date and the Closing, it shall not, and shall not permit any of its Affiliates to, take any action, including but not limited to entering into any Contracts for an acquisition (by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or otherwise) of any ownership interest or assets of any Person, that would likely prevent or materially delay obtaining any required in connection therewith and seek consents pursuant to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required Antitrust Laws applicable to be or should be made or obtained in connection with the transactions contemplated herebyby this Agreement.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file (x) with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby Transactions as required by the HSR Act and (y) any other submission required pursuant to any Foreign Antitrust Law of the jurisdictions set forth on Section 6.2(a) of the Company Disclosure Letter as soon as practicable after the date of this Agreement but with respect to the foregoing clause (x) in no event later than seven ten (710) Business Days following the date of this AgreementAgreement (unless a later date is mutually agreed between the parties). Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ and or any foreign Governmental Authority responsible for the enforcement of any Foreign Antitrust Law, (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating cooperate with each other and using use their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement Transactions and (4v) otherwise taking use reasonable best efforts to cause the expiration or committing to take actions after the Closing with respect to one or more termination of the businessesapplicable waiting periods under the HSR Act and any other applicable Foreign Antitrust Law as soon as practicable, product linesand to avoid any impediment to the consummation of the Transactions under any Antitrust Laws, fields including (I) proffering and consenting and/or agreeing to the sale, divestiture, licensing or holding separate of useparticular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries, (II) promptly effecting the disposition, licensing or holding separate of particular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries and (III) agreeing to such limitations on the conduct or actions of Parent and and/or its Affiliates (including the Surviving Corporation and its Affiliates)Subsidiaries) with respect to any particular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries, in each case, as may be required in order to enable the consummation of the transactions contemplated herebyTransactions, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) (the actions referred to in clauses (I), (II) and (III), “Remedy Actions”); provided, however, that (1) neither Parent nor any of its Affiliates shall be required to otherwise avoid (and the entry ofCompany and its Subsidiaries shall not, without the prior written consent of Parent) proffer, consent to or agree to or effect any Remedy Action (x) with respect to any assets, categories of assets or portions of any business of the Company or any of its Subsidiaries if, in each case, any such Remedy Action would, individually or in the aggregate, reasonably be expected to (i) be material to the business, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or (ii) be materially detrimental to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation benefits Parent and its Affiliates expect as a result of the transactions contemplated hereby, including the Merger. Further, and Merger or (y) for the avoidance of doubt, with respect to any assets, categories of assets or portions of any business of Parent will not extend or any waiting period under the HSR Act or enter into any agreement with the FTCof its Affiliates (such effect referred to in clauses (x) and (y), a “Burdensome Condition”) and (2) in no event shall Parent, the Antitrust Division of Company or their respective Affiliates be required to (and the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this AgreementCompany and its Subsidiaries shall not, except with without the prior written consent of Parent) proffer, consent to or agree to or effect any Remedy Action unless such Remedy Action is conditioned upon consummation of the CompanyMerger (provided that, if so requested by Parent, the Company shall agree to take any such Remedy Action that is conditioned upon consummation of the Merger). (b) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement Transactions in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated herebyTransactions, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement Transactions pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and advisable and after consultation with the other party, an appropriate response in substantial compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all pre-arranged substantive meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the submission or filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other substantive written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the MergerMerger (subject to withholding or redactions to address reasonable privilege or confidentiality concerns), (vi) provide each other (or outside counsel of each party, as appropriate) with copies of all substantive written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect toregarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses Section 7.1(a) (Asolely in respect of any Antitrust Law or Order under any Antitrust Law), Section 7.1(b) and (C)(1) of Annex A and Section 8.1(b7.2(d). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a an outside counsel-only (or outside antitrust counsel-only) basis to the extent required under applicable Law or and may be subject to redactions to remove references concerning the valuation of the CompanyCompany or confidential competitively sensitive business information of the Company or Parent or any of their Subsidiaries. Notwithstanding the foregoing provisions or anything else in this Agreement to the contrary, Parent and the Company shall jointly devise, lead and control all aspects of the parties’ strategy, communications and efforts in furtherance of the parties’ respective obligations pursuant to this Section 6.2, including jointly making any determination relating to whether to extend any waiting, review or comparable period under the HSR Act or any Foreign Antitrust Law (including entering into any agreement with any Governmental Authority not to consummate the Transactions contemplated by this Agreement for some period of time). Parent and the Company shall use their reasonable best efforts to jointly evaluate and consider such determinations, and each of the parties shall consult and cooperate in all respects with one another and consider in good faith the views of one another. Notwithstanding the foregoing, in the event of any disagreement concerning any joint determinations referenced in this Section 6.2, Parent shall make the final determination and Parent’s decision shall prevail and control (and the Company may not take any actions in contravention of such determination by Parent), but without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent shall not enter into any agreement with any Governmental Authority that would have the effect of delaying the consummation of the Merger beyond the Termination Date (without giving effect to any permitted extensions thereof). (c) Each of Parent, Acquisition Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a6.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations Consents not contemplated by Section 7.2(a6.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, Transactions and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers Consents that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyTransactions. For the avoidance of doubt, nothing in this Section 6.2(c) will affect the condition set forth in Section 7.1(b). (d) None of Parent, Merger Sub nor any of their controlled Affiliates shall after the date of this Agreement acquire or agree to acquire any rights, business, Person or division thereof (by way of license, merger, consolidation, share exchange, investment or other business combination, asset, stock or equity purchase or otherwise) or enter into or agree to enter into any joint venture, collaboration or other similar arrangement, in each case that would reasonably be expected to prevent, materially delay or materially impair the parties’ ability to obtain the approval of any Governmental Authority under any Antitrust Laws or the expiration or termination of any applicable waiting period with respect to the Transactions.

Antitrust Filings. (a) In furtherance and not in limitation of the terms of Section 6.01(a) and Section 6.01(b), each of Parent, Merger Subs and the Company will, and will cause their respective Affiliates (if applicable) to, (i) file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the Mergers as required by the HSR Act promptly, and in any event within ten (10) Business Days, following the date of this Agreement and (ii) promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Governmental Authority that are required by other applicable Antitrust Laws in connection with the Mergers. Each of Parent and Acquisition Sub the Company will (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the other in the making of such filings, (B) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with any information that may be required in order to make such filings, (C) use its respective reasonable best efforts to supply (or cause the other to be supplied) any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made and (D) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other Antitrust Laws applicable to the Mergers and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the Mergers, in each case as soon as practicable. Each of Parent and Merger Subs (and their respective Affiliates, if applicable), on the one hand, and the CompanyCompany (and its Affiliates), on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement Mergers in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private partysuch filings. If any party hereto Party or an Affiliate thereof shall receive receives a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement Mergers pursuant to the HSR Act with respect or any other Antitrust Laws applicable to which any such filings have been madethe Mergers, then such party shall Party will use its reasonable best efforts to make, make (or cause to be made), as soon as reasonably practicable and after consultation with the other partyParties, an appropriate response in compliance with such request. . (b) In connection with furtherance and without limiting not in limitation to the foregoing, the Company and Parent will (and will cause their respective Affiliates to), subject to the extent reasonably practicable and unless prohibited by any restrictions under applicable Law or by the applicable Governmental AuthorityLaw, the parties hereto agree to (i) give each promptly notify the other reasonable Party, or its outside antitrust counsel, of (and, if in writing, furnish them with copies of (or, in the case of oral communications, advise them of the contents of)) any material communication received by such Person from a Governmental Authority in connection with the Mergers and permit the other Party to review and discuss in advance notice (and to consider in good faith any comments made by the other Party in relation to) any proposed draft notifications, formal notifications, filings, submissions or other written communications (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Mergers to a Governmental Authority; (ii) keep the other Party reasonably informed with respect to the status of all any such submissions and filings to any Governmental Authority in connection with the Mergers and any developments, meetings and conference calls or discussions with any Governmental Authority relating in respect thereof, including with respect to (A) the receipt of any non-action, action, clearance, consent, approval or waiver; (B) the expiration of any waiting period; (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under Applicable Law and (D) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Authority with respect to the Offer or the Merger, (ii) give each other an opportunity Mergers and related to participate in each of such meetings Antitrust Laws and conference calls, (iii) keep (A) provide (1) notice to the other party reasonably apprised Party of any material meeting or substantive conversation with respect the DOJ, the FTC, or any other Governmental Authority reviewing, or asserting jurisdiction to review, the Mergers under any oral communications applicable Antitrust Laws where such meeting or conversation is substantially related to the Mergers and (2) the other Party the opportunity to attend or participate in such meeting or conversation unless prohibited by such Governmental Authority, and (B) in the event of a material meeting or substantive conversation with a Governmental Authority other than the DOJ, the FTC, or other Governmental Authority reviewing, or asserting jurisdiction to review, the Mergers under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Mergers, then provide (1) notice to the other Party of such meeting or conversation, and (2) the opportunity to attend or participate in such meeting or conversation if mutually agreed to in good faith by Parent and the Company and not otherwise prohibited by such Governmental Authority. However, each of the Company, Parent and Merger Subs may designate any non-public information provided to any Governmental Authority regarding as restricted to “outside counsel” only and any such information will not be shared with the Offer Representatives of the other Party without approval of the Party providing the non-public information. Each of the Company, Parent and Merger Subs may redact any valuation and related information before sharing any information provided to any Governmental Authority with another Party on an “outside counsel” only basis. (c) Notwithstanding the foregoing, Parent shall make all strategic and tactical decisions, following consultation with the Company, as to the manner in which to obtain from any Governmental Authority under the HSR Act or any other applicable Antitrust Laws, any actions or non-actions, consents, approvals, authorizations, clearances or orders required to be obtained by Parent or the Merger, (iv) cooperate Company or any of their respective Affiliates in connection with the filing consummation of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and Mergers; provided that Parent must consider in good faith the views of the Company with respect to such strategy and tactical decisions referenced in this Section 6.02(c). (d) In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Mergers pursuant to the HSR Act, each of Parent and Merger Subs (and their respective Affiliates) will and, solely to the extent requested by Parent, the Company and its Affiliates will offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, (i) the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses of the Company and its Subsidiaries and (ii) any other restrictions on the activities of the Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, Parent will not be required, either pursuant to this Section 6.02(d) or otherwise, to (and, without Parent’s prior written consent, the Company will not, nor will it permit any of its Subsidiaries or Representatives to) offer, negotiate, commit to, effect or otherwise take any action(s) with respect to the Company and its Subsidiaries or their respective businesses, product lines, assets, permits, operations, rights, or interests therein if taking such action(s), either alone or in combination, would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Affiliates will be required, either pursuant to this Section 6.02(d) or otherwise, to (and, without Parent’s prior written consent, the Company will not, nor will it permit any of its Subsidiaries or Representatives to) offer, negotiate, commit to, effect or otherwise take any action(s) with respect to Parent or any of its Affiliates or their respective businesses, product lines, assets, permits, operations, rights, or interest therein (other than with respect to the Company and its Subsidiaries to the extent required by this Section 6.02(d)) if taking such action(s), either alone or in combination, would reasonably be expected to (A) have a material impact on the benefits expected to be derived from the Mergers by Parent or (B) have more than an immaterial impact on the Parent Consumer Business. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries, either pursuant to this Section 6.02(d) or otherwise, shall become subject to, or consent or agree to or otherwise take any action with respect to, all written communications (including any analysesrequirement, presentationscondition, memorandaunderstanding, briefs, arguments and opinions) with agreement or order of a Governmental Authority regarding to sell, divest, lease, license, transfer, dispose of or otherwise encumber, or agree to make any changes, restriction or impairment, unless such requirement, condition, understanding, agreement, order, encumbrance, agreement, change, restriction or impairment is binding on the Offer Company or its Subsidiaries only in the event that the Closing occurs. (e) During the Interim Period, neither Parent nor the Company shall, and the Mergereach such Party shall cause each of its Subsidiaries not to, (vi) provide each other (except as expressly contemplated by this Agreement or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating pursuant to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views written consent of the other with respect Party acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, all or substantially all of the assets, securities, properties or interests of any business, in each case, if such action would, or would reasonably be likely to, all material deliberations with materially impair, materially delay or otherwise materially impact the Parties’ applications in respect to all efforts to satisfy of the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party Mergers pursuant to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyHSR Act. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act Act, as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date of this AgreementAgreement (unless a later date is mutually agreed between the parties). Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ and or any foreign Governmental Authority responsible for the enforcement of any Foreign Antitrust Law, (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating cooperate with each other and using use their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement Agreement, and (4v) otherwise taking use reasonable best efforts to cause the expiration or committing to take actions after the Closing with respect to one or more termination of the businessesapplicable waiting periods under the HSR Act as soon as practicable, product linesand to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, fields of useincluding (1) proffering and consenting and/or agreeing to the sale, divestiture, licensing or other disposition, or the holding separate, of particular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries, (2) promptly effecting the disposition, licensing or holding separate of particular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries and (3) agreeing to such limitations on the conduct or actions of Parent and and/or its Affiliates (including the Surviving Corporation and its Affiliates)Subsidiaries) with respect to any particular assets, categories of assets or portions of any business of the Company or any of its Subsidiaries, in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Offer and the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) (the actions referred to in clauses (1), (2) and (3), “Remedy Actions”); provided, however, that (i) neither Parent nor any of its Affiliates shall be required to otherwise avoid proffer, consent to or agree to or effect any Remedy Action (x) with respect to any assets, categories of assets or portions of any business of the entry ofCompany or any of its Subsidiaries if, in each case, any such Remedy Action would, individually or in the aggregate, reasonably be expected to (I) be material to the business, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or (II) be materially detrimental to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation benefits Parent and its Affiliates expect as a result of the transactions contemplated hereby, including Offer or the Merger. Further, and or (y) for the avoidance of doubt, with respect to any assets, categories of assets or portions of any business of Parent or any of its Affiliates (such effect referred to in clauses (x) and (y), a “Burdensome Condition”), and (ii) in no event shall Parent, the Company or their respective Affiliates be required to proffer, consent to or agree to or effect any Remedy Action unless such Remedy Action is conditioned upon the Merger. Further, neither party will not extend any waiting period under the HSR Act (by pull and refile or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with Agreement without the prior written consent of the Companyother party (such consent not to be unreasonably withheld, conditioned or delayed). (b) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any substantive communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Law with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all substantive meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any substantive oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other substantive written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all substantive written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all substantive written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect toregarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A), (C)(1) and (C)(1C)(2) of Annex A and Section 8.1(b)8.2. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyCompany or confidential competitively sensitive business information of the Company or Parent or any of their Subsidiaries. (c) Each of Parent, Acquisition Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations Consents not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers Consents that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby. (d) None of Parent, Merger Sub nor any of their controlled Affiliates shall after the date of this Agreement acquire or agree to acquire any rights, business, Person or division thereof (by way of license, merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise) or enter into or agree to enter into any joint venture, collaboration, or other similar arrangement, in each case that would reasonably be expected to prevent, materially delay or materially impair Parent’s ability to obtain the timely expiration or termination of the waiting period under the HSR Act with respect to the transactions contemplated by this Agreement.

Antitrust Filings. (a) Each of The Company, Parent and Acquisition Merger Sub (and their respective Affiliatesshall each, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act promptly as soon as reasonably practicable after the date of this Agreement (but in no event later than seven five (75) Business Days following after the date hereof), file or cause to be filed with the Federal Trade Commission (the “FTC”), the United States Department of this Agreement. Each of Parent Justice (the “DOJ”) and any comparable non-United States antitrust or competition authority any notifications required to be filed under the HSR Act or comparable foreign Antitrust Laws with respect to the Transactions. (b) Subject to the terms hereof, Parent, Merger Sub and the Company agree, and shall cause each of their respective Subsidiaries and Affiliates to cooperate and to use their respective commercially reasonable best efforts (i) cooperate to obtain any government clearances or approvals required for the consummation of the Offer, the Merger and coordinate with the other in Transactions under the making of such filingsHSR Act and other applicable Antitrust Laws, (ii) supply the other with to respond to any government requests for information and documentary material that may be required in order to make such filingsunder any Antitrust Law, (iii) supply as promptly as reasonably practicable to the FTC contest and resist any action, including any legislative, administrative or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ judicial action, and (iv) take to have vacated, lifted, reversed or overturned any and all action necessary decree or advisable to cause the expiration other Judgment (whether temporary, preliminary or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of permanent) that restricts, prevents or prohibits the consummation of the Offer or Offer, the Merger or any other Transaction under any Antitrust LawsLaw. (c) Prior to the Board Appointment Time, the parties will jointly and, following the Board Appointment Time (but subject to the terms of Section 1.3(c)), Parent will, determine strategy, lead all proceedings and coordinate all activities with respect to seeking any actions, consents, approvals or waivers of any Governmental Authority as contemplated hereby, and the parties will each take such actions as reasonably requested by the other parties in connection with obtaining such consents, approvals or waivers. If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required threatened to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after instituted) challenging the ClosingOffer, the Surviving Corporation Merger or any other Transaction as violative of any Antitrust Law, each of the Company, Parent and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating Merger Sub shall cooperate in all respects with each other and using their shall use its respective commercially reasonable best efforts to contest and resist any Legal Proceeding such action or proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and Offer, the Merger or any other Transaction. (4d) otherwise taking The parties agree not to extend directly or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend indirectly any waiting period under the HSR Act or any applicable non-United States Antitrust Law or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other a Governmental Authority to delay or not to consummate the transactions contemplated by this AgreementOffer, the Merger and the other Transactions, except with the prior written consent of the Company. other parties hereto and each party agrees to use its respective commercially reasonable efforts to take or cause to be taken (band if applicable, to cause its Subsidiaries and Affiliates to take) Each all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable under the HSR Act. Without limiting the foregoing, the parties shall request and shall use their respective commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act as promptly as reasonably practicable. Subject to applicable legal limitations and the instructions of any Governmental Authority, each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on Company shall (i) promptly notify the other hand, shall promptly inform the other party of any material written communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any that party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect or any other Antitrust Law and, subject to which applicable Law, permit the other party to review in advance any proposed written communication to any such filings have been madeGovernmental Authority and incorporate the other party’s reasonable comments, then (ii) not agree to participate in any substantive meeting or discussion with any such party shall use its reasonable best efforts to makeGovernmental Authority in respect of any filing, investigation or cause to be madeinquiry concerning this Agreement, as soon as reasonably practicable and after consultation the Offer, the Merger or the other Transactions unless it consults with the other party, an appropriate response party in compliance with such request. In connection with and without limiting the foregoingadvance and, to the extent reasonably practicable and unless prohibited permitted by applicable Law or by the applicable such Governmental Authority, gives the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to party the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference callsattend, (iii) keep furnish the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all material correspondence, filings and written communications to or from between them and their Affiliates and their respective Representatives on one hand, and any such Governmental Authority relating or its staff on the other hand, with respect to this Agreement, the Offer or Offer, the Merger and the other Transactions and (viiiv) cooperate furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and provide stockholders and each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other matter as may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with every statement, filing, notice or application made by or on behalf of Parent, Merger Sub, the transactions contemplated hereby, and (ii) promptly make Company or any filings, furnish information required in connection therewith and seek of their respective Subsidiaries to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained third party and/or Governmental Authority in connection with the transactions contemplated herebyOffer, the Merger or the other Transactions.

Antitrust Filings. At the written request of Pyxis, each of the Company and Pyxis will, or will cause their applicable Affiliate(s) to, within [***] after the execution of a License Agreement (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicableor such later time as may be agreed to in writing by the Parties), on the one hand, prepare and the Company, on the other hand, shall file with the FTC U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the DOJ a Notification U.S. Department of Justice (“DOJ”) any HSR Filing required of such Party under the HSR Act and Report Form relating any other filings, notices, applications or other submissions required of such Party under Antitrust Laws (collectively, “Antitrust Filings”), in each case the necessity of which has been determined in the reasonable opinion of Pyxis with respect to this Agreement and the transactions contemplated hereby by such License Agreement. Pyxis and the Company will cooperate with one another to the extent necessary in the preparation of any such Antitrust Filings. Pyxis and the Company will be responsible for their own costs, expenses, and filing fees associated with any Antitrust Filing; provided, further, that such Parties will equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties will be the sole financial responsibility of such Party) required by to be paid to any Governmental Authority in connection with making any such Antitrust Filing. In the event that Pyxis and the Company make any Antitrust Filing(s) under this Section 3.7.2, each of the Pyxis and the Company shall have the right to terminate the relevant License Agreement immediately upon written notice to the other such Party in the event that (a) the FTC or DOJ obtains a preliminary injunction under the HSR Act as soon as practicable against such Parties to enjoin the transactions contemplated by such License Agreement or any other Governmental Authority enjoins the transactions contemplated by such License Agreement in accordance with Antitrust Laws, or (b) the HSR Clearance Date has not occurred and any other applicable antitrust clearances have not been obtained on or prior to two hundred seventy (270) days after the date of execution of the License Agreement. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.7.2, none of the terms and conditions contained in the applicable License Agreement but in no event (including the obligation for Pyxis to make any payments thereunder), will be effective until the “License Effective Date,” which is agreed and understood to mean the later than seven of (7i) Business Days following the date of this execution of the License Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, or (ii) supply if a determination is made by Pyxis pursuant to this Section 3.7.2 that any Antitrust Filing(s) is required, the other with receipt of any information and documentary material such required antitrust clearance(s). As used herein: (1) “HSR Clearance Date” means the earliest date that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this a License Agreement pursuant to have expired or have been terminated; and (2) “HSR Filing” means a filing by the Company and Pyxis or their ultimate parent entities as that term is defined in the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as soon as reasonably practicable and after consultation with that term is defined in the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (iHSR Act) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions matters set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosuresthe License Agreement, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent together with all required under applicable Law or to remove references concerning the valuation of the Companydocumentary attachments thereto. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven ten (710) Business Days following the date execution and delivery of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and DOJ, and (iv) use reasonable best efforts to take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable practicable, and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a non-exclusive license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), as needed to effectuate such non-exclusive license, (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), and (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each casesuch non-exclusive license, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for Notwithstanding the avoidance of doubtobligations set forth in this Section 7.2(a), Parent will shall not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one handbe required to, and the CompanyCompany shall not, (i) consent to any hold separate order or divestiture, by itself or any of its Affiliates, of shares of capital stock or of any business, assets or property of the Company or its Subsidiaries or Affiliates, or of Parent or its Subsidiaries or Affiliates, (ii) consent to any exclusive license or exclusive grant of commercialization rights or (iii) take any other action of the types described above, including accepting or entering into any operational restriction, consent decree, non-exclusive license, grant of commercialization rights or make any undertaking as a condition imposed under an Antitrust Law that, individually or in the aggregate, would reasonably be expected to (x) have a Company Material Adverse Effect, (y) a material adverse effect on the other handParent and its Affiliates, shall promptly inform taken as a whole, after giving effect to the other of any communication from any Governmental Authority regarding any Merger or (z) a material adverse impact on the benefit expected to be derived by Parent and its Affiliates, taken as a whole, as a result of the transactions contemplated by hereby. Nothing in Section 7.1(a) or this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required shall obligate Parent or the Company or any of their respective subsidiaries to be take any action or should be made, and whether agree to any other consents, approvals, permits or authorizations material Liability that is not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with conditioned upon the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that consummation of the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyMerger.

Antitrust Filings. (a) Each of Parent and Acquisition Parent, Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with ----------------- take promptly all actions necessary to make the other filings required of Parent, Sub or any of their Affiliates under the applicable Antitrust Laws (as such term is defined in the making of such filingsSection 5.8(d)), (ii) supply comply at the other earliest practicable date with any request for additional information and or documentary material that may be required in order received by Parent, the Company or any of their respective Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to make such filings, the HSR Act and (iii) supply cooperate in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any of the Federal Trade Commission, the Antitrust Division of the Department of Justice or state attorneys general. (b) Each of the Company, Parent and Sub shall use all best efforts to resolve such objections, if any, as promptly as reasonably practicable may be asserted with respect to the FTC Merger, the Stockholders Agreement or the DOJ any additional information that reasonably may be required or requested other transaction contemplated by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger this Agreement under any Antitrust LawsLaw. If any administrative, including judicial or legislative action or proceeding is instituted (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required threatened to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after instituted) challenging the ClosingMerger, the Surviving Corporation Stockholders Agreement or any other transaction contemplated by this Agreement as violative of any Antitrust Law, the Company, Parent and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts Sub shall cooperate to contest and resist any Legal Proceeding such action or proceeding, and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent, ) that is in effect and that prohibitsrestricts, prevents or restricts prohibits consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ Stockholders Agreement or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliatesincluding, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations withwithout limitation, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its pursuing all reasonable best efforts to make, or cause to be made, as soon as reasonably practicable avenues of administrative and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Companyjudicial appeal. (c) Each of Parentthe Company, Acquisition Parent and Sub and shall promptly inform each other of any material communication made to, or received by such party from, the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be Federal Trade Commission, the Antitrust Division of the Department of Justice or should be made, and whether any other consents, approvals, permits governmental or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from regulatory authority regarding any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with of the transactions contemplated hereby.

Antitrust Filings. Subject to Section 16.6 (Termination for Lack of Antitrust Clearance), if (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on GSK reasonably determines that the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division transactions to occur upon consummation of the DOJ a Notification and Report Form relating to this Agreement and exercise of the transactions contemplated hereby as required by Option in accordance with Section 3.8.1 (Exercise of Option) would require the filing of appropriate notices -41- under the HSR Act (“HSR Filings”) or similar notices or filings under Applicable Laws in any other jurisdiction (“Other Antitrust Filings”); and (b) GSK exercises its Option pursuant to Section 3.8 (Exercise of Option and License Effective Date), then, on or prior to GSK’s exercise of the Option pursuant to Section 3.8.1 (Exercise of Option), (x) GSK shall provide notice of its determination to file such HSR Filings or Other Antitrust Filings, as soon as practicable after applicable, to Mersana (to the date extent GSK has not already done so); and (y) the Parties shall comply with the terms of this Agreement but in no event later than seven Section 3.8.2 (7Antitrust Filings). If required, both Parties (or their Affiliates) shall file the appropriate HSR Filings under the HSR Act within [**] Business Days following the date of this Agreement. Each of Parent Option Exercise Date and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with file any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Other Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur Filings as soon as reasonably practicable (and in any event no later than following the Termination Option Exercise Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation . The Parties shall keep each other apprised of the transactions contemplated hereby, including the Merger. Furtherstatus of any communications with, and any inquiries or requests for additional information from, the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the United States’ Federal Trade Commission (“FTC”), the Antitrust Division of the DOJ or United States Department of Justice (“DOJ”) and any other Governmental Authority not with which an Other Antitrust Filing is made and shall comply promptly with any reasonable FTC, DOJ or other Governmental Authority inquiry or request of this nature; provided that neither Party shall be required to consummate consent to the transactions contemplated by this Agreementdivestiture or other disposition of any of its assets (or the assets of its Affiliates) or to consent to any other structural or conduct remedy, except with the prior written consent and each Party and its Affiliates shall have no obligation to contest, administratively or in court, any ruling, order or other action of the Company. (b) Each of Parent and Acquisition Sub (and their respective AffiliatesFTC, if applicable)DOJ, on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding or any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority Third Party with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which Agreement. Each Party shall be responsible for paying any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law legal costs that it incurs in connection with the transactions contemplated herebyHSR Filings or any Other Antitrust Filings, as applicable, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to GSK will be or should be made or obtained responsible for paying all filing fees in connection with the transactions contemplated herebyHSR Filings and any Other Antitrust Filings.

Antitrust Filings. (a) Each In addition to and without limiting the agreements of Parent and Acquisition Sub Purchaser contained in Section 6.5 hereof, Parent, Purchaser and the Company will (and i) take promptly all actions necessary to make the filings required of Parent, Purchaser or any of their respective Affiliates, if applicableaffiliates under the applicable Antitrust Laws (as defined in Section 6.6(e) hereof), on (ii) comply at the one handearliest practicable date with any request for additional information or documentary material received by Parent, and Purchaser or any of their affiliates from the Company, on the other hand, shall file with the FTC and Federal Trade Commission or the Antitrust Division of the DOJ a Notification Department of Justice pursuant to the HSR Act and Report Form relating from the Commission or other foreign governmental or regulatory authority pursuant to this Agreement Antitrust Laws, and (iii) cooperate with the Company in connection with any filing of the Company under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but or the Ancillary Agreements commenced by any of the Federal Trade Commission, the Antitrust Division of the Department of Justice, state attorneys general, the Commission, or other foreign governmental or regulatory authorities. (b) In furtherance and not in no event later than seven (7) Business Days following limitation of the date of this Agreement. Each covenants of Parent and Purchaser contained in Section 6.5 and Section 6.6(a) hereof, Parent, Purchaser and the Company shall (i) cooperate and coordinate with the other in the making of each use all reasonable efforts to resolve such filingsobjections, (ii) supply the other with any information and documentary material that if any, as may be required in order to make such filings, (iii) supply as promptly as reasonably practicable asserted with respect to the FTC Offer, the Spin-Off, the Merger or any other transactions contemplated by this Agreement or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger Ancillary Agreements under any Antitrust LawsLaw. If any administrative, including judicial or legislative action or proceeding is instituted (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required threatened to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after instituted) challenging the ClosingOffer, the Surviving Corporation Spin-Off, the Merger or any other transactions contemplated by this Agreement or the Ancillary Agreements as violative of any Antitrust Law, Parent, Purchaser and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with Company shall each other and using their respective reasonable best efforts cooperate to contest and resist any Legal Proceeding such action or proceeding, and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent) (any such decree, judgment, injunction or other order is hereafter referred to as an "ORDER") that is in effect and that prohibitsrestricts, prevents or restricts prohibits consummation of the Offer, the Spin-Off, the Merger or any other transactions contemplated by this Agreement or the Ancillary Agreements, including, without limitation, by pursuing all reasonable avenues of administrative and (4) otherwise taking or committing judicial appeal. Parent and Purchaser shall each also use their respective reasonable efforts to take actions after the Closing with respect all reasonable action, including, without limitation, agreeing to one hold separate or more to divest any of the businesses, product lines, fields of use, businesses or assets Assets of Parent and its Affiliates (including or Purchaser or any of their affiliates, or, following the Surviving Corporation and its Affiliates)consummation of the Offer or the Effective Time, in each caseof the Company or any of the Retained Subsidiaries, as may be required (i) by the applicable governmental or regulatory authority (including without limitation the Federal Trade Commission, the Antitrust Division of the Department of Justice, any state attorney general or any foreign governmental or regulatory authority) in order to enable the consummation of the resolve such objections as such governmental or regulatory authority may have to such transactions contemplated herebyunder any Antitrust Law, including the Mergeror (ii) by any domestic or foreign court or other tribunal, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and action or proceeding brought by a private party or governmental or regulatory authority challenging such transactions as violative of any Antitrust Law, in order to otherwise avoid the entry of, or to effect the dissolution dissolution, vacating, lifting, altering or reversal of, any preliminary or permanent injunction which would otherwise have Order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTCOffer, the Antitrust Division of Spin-Off, the DOJ Merger or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated herebyAncillary Agreements; provided, including that Parent shall not be required to take any proceedings initiated by a private party. If action, divest any party hereto Asset or an Affiliate thereof shall receive a request for additional information or documentary material from enter into any Governmental Authority with respect to consent decree if the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each taking of such meetings action, disposing of such Asset or entering into such decree would have a Significant Adverse Effect. "SIGNIFICANT ADVERSE EFFECT" shall mean any change or effect that, in Parent's judgment, is reasonably likely to adversely affect in a substantial way the benefits and conference calls, (iii) keep opportunities which Parent reasonably expects to receive from the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views acquisition of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to Retained Business or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b)Parent's current business. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.27

Antitrust Filings. In addition to and without limiting the covenants and agreements of the Parties contained elsewhere in this Agreement: (a) Each The Parties shall use their Best Efforts to (i) as soon as practicable, take all actions necessary to make the filings and notifications required of Parent and Acquisition Sub (and such parties or any of their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by Affiliates under the HSR Act or any Antitrust Law (as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filingshereinafter defined), (ii) supply comply at the other earliest practicable date with any request for additional information and or documentary material that may be required in order to make such filingsreceived by Buyer, (iii) supply as promptly as reasonably practicable to Sellers or the Company or any of their affiliates from the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) Antitrust Division. The Parties shall take any and all action necessary or necessary, proper and advisable under applicable Legal Requirements with respect to the following: (x) to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable, including, without limitation, by responding as promptly as practicable and to obtain prompt approval of any inquiries received from the consummation of the Offer FTC or the Merger under Antitrust Division or any Governmental Body for additional information or documentation, (y) to cause the expiration or termination of applicable waiting periods, the satisfaction of such other filing requirements, or the issuance of such approvals, consents or authorizations as may be required with respect to the Antitrust LawsLaws of any foreign jurisdiction or any Governmental Body, including and (1z) proposing, negotiating, committing to and effecting, by consent avoid the entry of any decree, hold separate order or otherwisejudgment, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture injunction or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal ProceedingsOrder, whether temporary, preliminary or permanent, under any Antitrust Law, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of prohibiting, preventing the or restricting consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanyContemplated Transactions. (b) Each of Parent The Parties shall, in connection with the efforts referenced in the foregoing paragraph to obtain all requisite approvals and Acquisition Sub authorizations for the Contemplated Transactions under Antitrust Laws (i) cooperate in all respects with each other in connection with any filing or submission and their respective Affiliates, if applicable), on the one hand, and the Company, on the in connection with any investigation or other hand, shall inquiry; (ii) promptly inform the other Party of any communication to it from any Governmental Authority regarding Body and permit the other Party to review in advance any of the transactions contemplated by this Agreement proposed communication from it to any Governmental Body or third party; and (iii) not arrange for or participate in connection any meeting with any filings Governmental Body in respect of any filings, investigation or investigations withother inquiry without consulting with each other in advance, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoingand, to the extent reasonably practicable and unless prohibited permitted by applicable Law or by such Governmental Body, giving the applicable Governmental Authority, other Party the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to attend and participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Companythereat. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each If required, each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form (which form shall specifically request early termination of the waiting period prescribed by the HSR Act) relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement Date but in no event later than seven five (75) Business Days following the date of this AgreementAgreement Date. Each of Parent and the Company shall shall: (i) cooperate and coordinate with the other in the making of such filings, ; (ii) promptly, but in no event later than fifteen (15) Business Days after the date hereof, make any filings, and use reasonable efforts to timely obtain any consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under foreign Antitrust Laws; (iii) supply the other with any information and documentary material that may be required in order to make such filings, ; and (iiiiv) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ or any applicable foreign Governmental Body. Without limiting the generality of the foregoing or any other provision of this Agreement, Parent and (iv) the Company shall take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable after the filings contemplated by the first sentence of this Section 5.6(a), and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws, including including: (1A) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, Contracts, assets or assets interests therein of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), ; (2B) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement ; and (4C) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Outside Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority Body not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanyCompany (which, in the case of the extension of the waiting period, consent shall not be unreasonably withheld, conditioned or delayed). Parent shall be responsible for all filing fees payable in connection with such filings and for any local counsel fees. (b) Parent and the Company shall, on behalf of the parties hereto, jointly control and lead all communications with any Governmental Body relating to Antitrust Laws, subject to compliance with this Section 5.6. Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any material communication from any Governmental Authority Body regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority Body relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority Body with respect to the transactions contemplated by this Agreement pursuant in relation to any of the HSR Act with respect to which any such filings have been madecontemplated by this Section 5.6, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental AuthorityBody, the parties hereto agree to to: (i) give each other reasonable advance notice of all substantive meetings and conference calls with any Governmental Authority Body relating to the Offer or the Merger, ; (ii) give each other an opportunity to participate in each of such meetings and conference calls, ; (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority Body regarding the Offer or the Merger, ; (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or or responding to requests or objections made by any Governmental Authority, Body; (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority Body regarding the Offer and the Merger, ; (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority Body relating to the Offer or the Merger Merger; and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b6.1(a). Any such disclosures, rights to participate or provisions of information by one party to the other may shall be made on a an outside counsel-only basis to at the extent required under applicable Law or to remove references concerning the valuation request of the Companyany party. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each Prior to the Closing, the Buyer and the Sellers shall, and ARP shall cause each RE Holding LLC to, (i) take promptly all actions necessary to make the filings required of Parent the Buyer and Acquisition Sub (and the Sellers, or any of their respective AffiliatesAffiliates under the applicable Antitrust Laws, if applicable)(ii) comply at the earliest practicable date with any request for additional information or documentary material received by the Buyer, on the one handSellers, and or any of their respective Affiliates from the CompanyFederal Trade Commission, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification Department of Justice or any other Governmental Entity pursuant to any applicable Antitrust Law and Report Form relating to this Agreement (iii) cooperate in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven commenced by any of the Federal Trade Commission, the Antitrust Division of the Department of Justice or state attorneys general. (7b) Business Days following Prior to the date of this Agreement. Each of Parent Closing, the Buyer and the Company Sellers shall, and ARP shall cause the RE Holding LLCs to, use their respective commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. Notwithstanding anything to the contrary in this Section 6.4, in connection with any action requested by any Governmental Entity applying the Antitrust Laws, (i) cooperate and coordinate with neither Buyer nor any of its subsidiaries or Affiliates shall be required to dispose of, divest or hold separate any of their respective businesses, product lines or assets, including, but not limited to, agreeing to dispose of, divest or hold separate any of the other in the making of such filingsStores or Buyer’s stores, (ii) supply the other with neither Buyer nor any information and documentary material that may of its subsidiaries or Affiliates shall be required in order to make such filingstake or agree to take any other action or agree to any limitation that could reasonably be expected to have a material adverse effect on Buyer, its subsidiaries or Affiliates, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may Sellers shall not be required to dispose of, divest or requested by hold separate any of the FTC Stores or any of its businesses other than the DOJ Business, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect and (iv) take neither Buyer nor Sellers shall be required to waive any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under conditions to this Agreement. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the HSR Act transaction contemplated by this Agreement as soon as practicable and to obtain prompt approval violative of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the ClosingLaw, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts parties shall cooperate to contest and resist any Legal Proceeding such action or proceeding, and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent, ) that is in effect and that prohibitsrestricts, prevents or restricts prohibits consummation of the transactions contemplated by this Agreement Agreement, including, without limitation, by pursuing all reasonable avenues of administrative and judicial appeal. (4c) otherwise taking or committing Prior to take actions after the Closing with respect to one or more Closing, the Buyer shall promptly inform the Sellers and the Sellers shall, and ARP shall cause each RE Holding LLC to, promptly inform the Buyer of the businesses, product lines, fields of useany material communication made to, or assets of Parent and its Affiliates (including received by such Person(s) from, the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTCFederal Trade Commission, the Antitrust Division of the DOJ Department of Justice or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority Entity regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable Promptly after the date of this Agreement but in no event later than seven (7) Business Days following the date execution of this Agreement. Each of Parent , SSCE and the Company Purchaser shall (i) cooperate and coordinate each file with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause FTC the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are pre-merger notification form required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to the transactions contemplated hereby, together with a request for early termination of the waiting period under the HSR Act. Promptly after the execution of this Agreement, SSCE, Smurfit Canada and the Purchaser shall file with the Commissioner of Competition under the Competition Act a pre-merger notification and/or a request for an advance ruling certificate. The Purchaser shall pay all filing fees required pursuant to the HSR Act and the Competition Act in connection with these filings. (b) The parties agree as follows: (i) each party shall promptly supply any additional information and documentary material that may be requested by any Governmental Authority pursuant to any antitrust Law, including the DOJ or FTC pursuant to the HSR Act and the Commissioner of Competition pursuant to the Competition Act (each, a “Government Antitrust Authority”); (ii) each party shall promptly furnish each other with any correspondence from or to, and notify each other of any other communications with, a Government Antitrust Authority, which relates to the transactions contemplated hereunder; (iii) neither party shall take any action with the intended effect of delaying, impairing or impeding the expiration of a waiting period under the HSR Act or any other antitrust Law; (iv) if a Government Antitrust Authority seeks to extend the waiting period under the HSR Act or has requested additional documents, then each party shall furnish the requested additional documents to the Government Antitrust Authority as soon as reasonably practicable; (v) each party shall take promptly any or all of the following actions to the extent necessary to eliminate any concerns on the part of any Government Antitrust Authority regarding the legality under any antitrust Law of the consummation of the transactions contemplated hereunder: (A) providing information, (B) making reasonable proposals, (C) entering into and performing agreements or submitting to judicial or administrative orders, or (D) solely with respect to the Purchaser, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of the Purchaser or any of its subsidiaries; (vi) each party shall use its reasonable best efforts, including, without limitation, taking any action contemplated by Section 4.01(b)(v), to prevent the entry in a judicial or administrative proceeding brought under any antitrust Law by any Government Antitrust Authority of any injunction or other order that would (A) make the consummation of the transactions contemplated hereunder in accordance with the terms of this Agreement unlawful or (B) materially prevent or delay such consummation; (vii) each party shall promptly, in the event that such an injunction or order has been issued in such a proceeding, use its reasonable best efforts, including, without limitation, the appeal thereof, or any action contemplated by Section 4.01(b)(v), to vacate, modify or suspend such injunction or order so as to permit the Closing to occur; (viii) each party will permit authorized representatives of the other party to be present at each meeting or conference relating to any such filings proceeding and to have been madeaccess to and be consulted in connection with any document, then opinion or proposal made or submitted to any Governmental Authority in connection with any such proceeding; and (ix) each party shall use its reasonable best efforts to make, avoid or cause eliminate each and every impediment under any antitrust Law that may be asserted by any Government Antitrust Authority to be made, as soon as reasonably practicable and after consultation the consummation of the transactions contemplated hereunder in accordance with the other partyterms of this Agreement, an appropriate response in compliance with such request. In connection with and including, without limiting the foregoinglimitation, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with taking any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not action contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby4.01(b)(v).

Antitrust Filings. (a) Each RP and Buyer shall each (1) promptly take all actions necessary to make the filings required of Parent and Acquisition Sub it or any of its Affiliates under the applicable Antitrust Laws, requesting early termination of the waiting periods thereunder, (and their respective Affiliates, if applicable), on 2) comply at the one hand, and earliest practicable date with any request for additional information or documentary material received by it or any of its Affiliates from the Company, on the other hand, shall file with the FTC and Federal Trade Commission or the Antitrust Division of the DOJ a Notification Department of Justice and Report Form relating (3) cooperate in connection with any filing under applicable Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated hereby commenced by any of the Federal Trade Commission, the Antitrust Division of the Department of Justice or the Attorney General of any state or any other Authority. All HSR Act filing fees shall be the responsibility of Buyer. (b) RP and Buyer shall each use commercially reasonable efforts to this Agreement and resolve such objections, if any, as may be asserted with respect to the transactions contemplated hereby under any Antitrust Law. If any administrative, judicial or legislative Action is instituted or threatened to be instituted challenging the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date violative of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust LawsLaw, including (1) proposing, negotiating, committing each party hereto shall use commercially reasonable efforts to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts cooperate to contest and resist any Legal Proceeding such Action, and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent, ) that is in effect and that prohibitsrestricts, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the prohibits consummation of the transactions contemplated hereby, including by pursuing all reasonable avenues of administrative and judicial appeal. Notwithstanding the Mergerforegoing, neither RP nor Buyer shall be required to occur as soon as reasonably practicable (and in divest any event no later than the Termination Date) and assets or take any similar actions to otherwise avoid the entry of, or comply with its obligations pursuant to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanySection 6.10. (bc) Each of Parent RP and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, Buyer shall each promptly inform the other of any material communication from made to, or received by such party from, the Federal Trade Commission, the Department of Justice or any Governmental other Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Sub (and their respective AffiliatesNo later than the next business day after the Agreement Date, if applicable)Buyer, on the one hand, Seller and the Company, on as applicable, will each make in timely fashion all filings and notifications required under the other hand, shall file HSR Act (the "HSR Act Filings") with the FTC and the United States Department of Justice Antitrust Division ("DOJ") and Federal Trade Commission ("FTC"). Buyer shall be solely responsible for the payment of any filing fees in connection with the DOJ a filing of any Notification and Report Form Forms under the HSR Act. Each filing party will request early termination of the HSR Act waiting period at the time it makes its HSR Act Filing. (b) As promptly as is practicable after receiving any request from DOJ or FTC for information, documents, or other materials in connection with the review of the HSR Act Filings, Buyer, the Company and Seller, as the case may be, shall use its commercially reasonable efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties' legal counsel to review in advance any proposed written communication to DOJ, FTC or any other Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer, the Company and Seller shall each cooperate reasonably with the others in connection with resolving any inquiry or investigation by DOJ or FTC relating to the HSR Act Filings or by any other Governmental Entity relating to this Agreement or the Transactions. Buyer, the Company and Seller shall each promptly inform the transactions contemplated hereby as required by others of any communication with, and any proposed understanding, agreement, or undertaking with DOJ or FTC relating to the HSR Act as soon as practicable after the date of Filings or any other Governmental Entity relating to this Agreement but or the Transactions. Buyer, the Company and Seller shall each give the others reasonable advance notice of, and the opportunity to participate in no event later than seven (7directly or through its representatives) Business Days following any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the date HSR Act Filings, this Agreement or the Transactions if, in the reasonable judgment of this Agreementthe party that is subject to the inquiry, investigation, meeting or conference, such participation by the other parties is prudent and (based upon the advice of legal counsel) legally permissible. Each of Parent and Buyer, the Company shall (i) cooperate and coordinate with the other in the making Seller agrees to use its commercially reasonable efforts to secure termination or expiration of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and and/or to obtain prompt the approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each caseantitrust Governmental Entity, as may be required in order to enable the consummation of the transactions contemplated herebyapplicable, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyTransactions. (c) Each Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of Parentits Affiliates, Acquisition Sub and in order to obtain the Company shall cooperate with one another in good faith consent or successful termination or expiration of any review of DOJ or FTC relating to the HSR Act Filings, to (i) promptly determine whether sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any filings not contemplated assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Section 7.2(a) are required to be Buyer, the Company or should be madeany Subsidiary or by any of their respective Affiliates of any assets or businesses, and whether or any other consentsinterests in any assets or businesses), approvalsor any change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make enter into any filingsagreement or be bound by any obligation that Buyer may deem in its sole discretion to have an adverse effect on the benefits to Buyer of the Transactions, furnish information required (iii) modify any of the terms of this Agreement, or the Transactions, or (iv) initiate or participate in connection therewith and seek any legal proceeding with respect to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebymatters.

Antitrust Filings. (a) Each of The Company, Parent and Acquisition Merger Sub (and their respective Affiliatesshall each, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon promptly as practicable after the date of this Agreement (but in no event later than seven ten (710) Business Days following the date hereof), file or cause to be filed with the Federal Trade Commission (the “FTC”), the United States Department of this Agreement. Each of Parent Justice (the “DOJ”) and any comparable foreign antitrust or competition authority any notifications required to be filed under the HSR Act or comparable foreign Antitrust Laws with respect to the Merger. (b) Subject to the terms hereof, Parent, Merger Sub and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to (i) cooperate obtain any government clearances or approvals required for Closing under the HSR Act and coordinate with the other in the making of such filingsapplicable Antitrust Laws, (ii) supply the other with respond to any government requests or requests of a party hereto for information and documentary material that may be required in order to make such filingsunder any Antitrust Law, (iii) supply as promptly as reasonably practicable to the FTC contest and resist any action, including any legislative, administrative or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ judicial action, and (iv) take have vacated, lifted, reversed or overturned any and all action necessary decree, judgment, injunction or advisable to cause the expiration other order (whether temporary, preliminary or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of permanent) that restricts, prevents or prohibits the consummation of the Offer or the Merger under any Antitrust Law. (c) In furtherance of, and not in limitation to, the provisions of Section 5.2(b), Parent agrees to promptly take, and cause its Affiliates to take, all actions and steps required by any Governmental Authority as a condition to granting any consent, permit, authorization, waiver, clearance and approvals, and to cause the timely expiration or termination of any applicable waiting period and to resolve objections, if any, as the FTC, the DOJ, or other Governmental Authorities of any other jurisdiction for which consents, permits, authorizations, waivers, clearances, approvals and expirations or terminations of waiting periods are sought with respect to the Merger prior to the Termination Date, so as to obtain such consents, permits, authorizations, waivers, clearances, approvals or termination of the waiting period under the HSR Act or other Antitrust Laws as soon as practicable following the date hereof, and to avoid the commencement of a lawsuit by the FTC, the DOJ or other Governmental Authorities under Antitrust Laws, and to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or materially delaying the Closing or delaying the Closing beyond the Termination Date, including (1x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictionsthe sale, a sale lease, license, divestiture or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businessesany assets, rights, product lines, fields or businesses of useParent, Merger Sub, the Company, or assets any of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacatedSubsidiaries or Affiliates, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4y) otherwise taking or committing to take any actions after the Closing with respect to one or more of the businesses, product lines, fields of use, lines or assets of Parent, Merger Sub, the Company, or any of their respective Subsidiaries or Affiliates; provided, that any such action or commitment to take any such action is binding on Parent, its Subsidiaries, the Company and each Company Subsidiary only in the event the Closing occurs. Parent and its Affiliates (including shall defend through litigation on the Surviving Corporation and its Affiliates), merits any claim asserted in each case, as may be required court by any party under Antitrust Laws in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution ofhave vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent injunction which would otherwise have permanent) that could restrain, delay, or prevent the effect Closing by the Termination Date; provided, that such litigation in no way limits the obligation of preventing Parent pursuant to the consummation of foregoing sentence. Parent shall pay all filing fees payable pursuant to the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will HSR Act or other applicable Antitrust Laws (if any). (d) The parties agree not to extend directly or indirectly any waiting period under the HSR Act or any applicable foreign Antitrust Law (including by withdrawing and refiling any filing pursuant to the HSR Act or applicable foreign Antitrust Law) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other a Governmental Authority to delay or not to consummate the transactions contemplated by this AgreementMerger, except with the prior written consent of the Company. (b) other parties hereto. Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on Company shall (i) promptly notify the other hand, shall promptly inform the other party of any written communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any that party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by HSR Act or any other Antitrust Law and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement pursuant to or the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation Merger unless it consults with the other party, an appropriate response party in compliance with such request. In connection with and without limiting the foregoingadvance and, to the extent reasonably practicable and unless prohibited permitted by applicable Law or by the applicable such Governmental Authority, gives the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to party the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings attend, and conference calls, (iii) keep furnish the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all correspondence, filings and written communications to or from between them and their affiliates and their respective representatives on one hand, and any such Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of its staff on the other with respect tohand, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub this Agreement and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated herebyMerger.

Antitrust Filings. (a) Each of The Company, Parent and Acquisition Merger Sub (and their respective Affiliatesshall each, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act promptly as soon as reasonably practicable after the date of this Agreement (but in no event later than seven ten (710) Business Days following after the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate hereof), file or cause to be filed with the other in Federal Trade Commission (the making “FTC”), the United States Department of such filings, Justice (iithe “DOJ”) supply the other with and any information and documentary material that may comparable non-United States antitrust or competition authority any notifications required to be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods filed under the HSR Act as soon as practicable or comparable foreign Antitrust Laws with respect to the Transactions. Parent and Company shall split the filing fee payable to obtain prompt approval the FTC in connection with the filing of the consummation of notification. (b) Subject to the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to terms and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closingconditions set forth in this Agreement, the Surviving Corporation Company, Parent and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating Merger Sub shall cooperate with each other and using use their respective reasonable best efforts to contest and resist any Legal Proceeding take or cause to be taken all actions and to have vacateddo or cause to be done all things, liftedreasonably necessary, reversed proper or overturned advisable on its part under this Agreement and applicable Laws to obtain as promptly as practicable all consents, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any Order that may result from antitrust or competition authority in order to consummate the Transactions. Notwithstanding the foregoing, nothing in this Agreement, including this clause (b), shall require, or be construed to require, Parent to proffer to, or agree to, sell, divest, lease, license transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time, any assets, licenses, operations, rights, product lines, business or interest therein of Parent, or to agree to any changes (including through a licensing arrangement) or restriction on, or other impairment of Parent’s ability to own or operate, any such Legal Proceedingsassets, whether temporarylicenses, preliminary operations, rights, product lines, business or permanentinterests therein or Parent’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the stock of the surviving company (any of the foregoing, “Detriments”); provided, however, that is Parent’s “reasonable best efforts” obligation shall require Parent to sell, license or otherwise dispose of (or agree to sell, license or otherwise dispose of), businesses or assets of Parent that in effect the aggregate produced net revenues in an amount not in excess of $25,000,000 for Parent during the 2011 fiscal year calculated in accordance with GAAP, on a basis consistent with the accounting principles used in preparing their respective 2011 audited financial statements as filed with the SEC (provided that (x) in the case of businesses or assets that were acquired during the 2011 fiscal year, the net revenues with respect to the business or assets that were so acquired shall include the net revenues produced by the transferee in the 2011 fiscal year prior to such acquisition, (y) with respect to a product that was introduced in the 2011 fiscal year or the 2012 fiscal year, aggregate produced net revenues for purposes of this calculation shall mean such amounts projected in the most recent regularly prepared budget for the fiscal year following the year in which the product launches and (z) in the case of businesses or assets that prohibitswere acquired during the 2012 fiscal year, prevents the net revenues with respect to the businesses or restricts consummation assets that were so acquired shall include net revenues for the 2011 calendar year as reflected on the most recent regularly prepared audited financial statements of the transactions contemplated transferee, calculated in accordance with GAAP). Notwithstanding the foregoing, however, Parent shall not be required to agree to any such dispositions (and shall be entitled in good faith to contest any threatened or pending litigation or proceeding brought by any Governmental Authority) unless the failure to do so would result in the closing conditions not being met hereunder prior to the earlier of (1) the termination of this Agreement and (42) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Walk Away Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

Antitrust Filings. (a) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act (which form will specifically request early termination of the waiting period prescribed by the HSR Act) as soon as practicable after the date of this Agreement but in no event later than seven three (73) Business Days following the date execution and delivery of this Agreement; provided that, in the event the FTC and/or the DOJ is closed or not otherwise accepting such filings under the HSR Act (a “Government Closure”), such three (3) Business Day period shall be extended day-for-day, for each Business Day the Government Closure is in effect. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or FTC, the DOJ or any other Governmental Authority, and (iv) subject to the proviso to the last sentence of this Section 4.8(a) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable practicable, and to obtain prompt approval of avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws. Parent shall, including and agrees to cause its Affiliates and representatives to, use its or their reasonable best efforts to take promptly any and all steps necessary to avoid or eliminate each and every impediment that may be asserted by any Governmental Authority or any other Person with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur expeditiously, but in no case later than the Termination Date; provided that (1x) proposingsuch reasonable best efforts shall not include, negotiating, effecting or committing to and effectingto, by consent decree, hold separate order orders, or otherwise, (and in no event shall any Party be required under any provision of this Agreement to (and, without the prior written consent of Parent, the Company and its Subsidiaries shall not) do any of the foregoing in respect of) (i) the sale, divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, Merger Sub or their respective Affiliates or the Company or its Subsidiaries, or (ii) the imposition of any limitation or regulation on the ability of Parent, Merger Sub or their respective Affiliates or the Company or its Subsidiaries to freely conduct of their business restrictions, a sale or disposition of own such assets or businesses as are required (a “Burdensome Condition”) and (y) the Company shall agree to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of any Burdensome Condition that Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanentagrees to; provided, that the Company shall have no obligation to agree to any such Burdensome Condition that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable not conditioned on the consummation of the transactions contemplated herebyClosing. (b) Between the date hereof and the earliest of the Effective Time, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination DateDate or the satisfaction of the conditions set forth in Section 5.1(d), Parent shall not, and shall not permit Merger Sub or any of their controlling or controlled HSR Affiliates to, (i) hold or agree to hold five percent (5%) or greater of the voting securities (as “hold” and “voting securities” are defined under 16 CFR 801) of any Person that competes with a material portion of the Company’s operations (provided, that with respect to otherwise avoid Parent, “HSR Affiliate” shall mean an “Affiliate” or “Associate” (each as defined in 16 CFR 801.1(d)) of Parent) or (ii) acquire equity or assets of any Person if the entry entering into a definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (x) impose any delay in the obtaining of, or to effect increase the dissolution ofrisk of not obtaining, any preliminary permits, orders or permanent injunction which would otherwise have other approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (y) increase the risk of any Governmental Authority entering, issuing or granting an Order that has the effect of making the Transactions illegal or which has the effect of prohibiting or otherwise preventing the consummation of the transactions contemplated herebyTransactions, including or (z) delay the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division consummation of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the CompanyTransactions. (bc) Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any material communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If Parent or Merger Sub (or any party hereto of their respective Affiliates, if applicable), on the one hand, or an Affiliate thereof the Company, on the other hand, shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Laws with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the such other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the parties hereto agree to one hand, and the Company, on the other hand, shall (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference callsmeetings, (iii) keep the such other party reasonably apprised with respect to any material oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer Merger; provided, however, that materials may be withheld or redacted or shared on an external-counsel-only basis (A) as necessary to comply with contractual arrangements and the Mergerwith applicable Law and (B) to address reasonable privilege or confidentiality concerns, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger Merger, and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses paragraphs (Aa), (b) and (C)(1d) of Annex A and Section 8.1(b)5.1. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to remove references concerning the valuation of the Companyprotect confidential business information. (cd) Each of Parent, Acquisition Merger Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by this Section 7.2(a) are required to be or 4.8 should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 7.2(a) are required to be or 4.8 should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby. (e) In furtherance and not in limitation of the covenants contained in Section 4.7 and this Section 4.8 if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the Merger or any other transactions contemplated by this Agreement as violating any Law or Order, or if any Law or Order is enacted, entered, promulgated or enforced by a Governmental Authority which would make illegal, or would otherwise prohibit or materially impair or delay, the Merger or any other transactions contemplated by this Agreement, Parent, and (ii) promptly make any filingsMerger Sub, furnish information required on the one hand, and the Company, on the other hand, shall cooperate in connection therewith all respects with each other and seek to obtain timely contest any such consentsaction or proceeding and use all reasonable efforts to have vacated or otherwise lifted any such Law or Order, permits, authorizations, approvals or waivers that subject to the parties determine are required proviso to be or should be made or obtained in connection with the transactions contemplated herebylast sentence of Section 4.8(a).

Antitrust Filings. (a) Each of Parent In furtherance and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division not in limitation of the DOJ foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form relating pursuant to this Agreement and the HSR Act with respect to the transactions contemplated hereby as required by the HSR Act as soon promptly as practicable after the date of this Agreement but and in no any event later than seven within ten (710) Business Days following of the date of this Agreement. Each of Parent hereof and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) to supply the other with as promptly as practicable any additional information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable requested pursuant to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ HSR Act and (iv) to take any and all action necessary other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable practicable. Each of Parent and each Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.8 to obtain all requisite approvals and authorizations and make all requisite filings for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use its best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case in connection with any Antitrust Law relating to the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to obtain prompt approval the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences, in each case in connection with any Antitrust Law relating to the transactions contemplated hereby. (b) In furtherance and not in limitation of the covenants of the parties contained in Section 6.8 and this Section 6.9, if any objections are asserted with respect to the transactions contemplated hereby under any Antitrust Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Antitrust Law or which would otherwise prevent, materially impede or materially delay the consummation of the Offer transactions contemplated hereby, each of Parent and the Merger Subs shall, the Company shall use its best efforts to, and Parent shall cause each member of the Parent Group to take all such further action to, resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement, including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the other transactions contemplated hereby, subject to compliance with the NZX Rules on the part of the Company.. (c) In furtherance and not in limitation of the foregoing, if and to the extent necessary to obtain clearance of the Merger under pursuant to the HSR Act and any other Antitrust LawsLaws applicable to the Merger, including each of Parent and each Merger Sub (1and their respective Affiliates, if applicable) proposingwill (i) offer, negotiatingnegotiate, committing commit to and effectingeffect, by consent decree, hold separate order or otherwise, conduct of business restrictions(A) the sale, a sale divestiture, termination, license or other disposition of such any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights (including any rights or Contracts to acquire equity interests or assets, other than pursuant to this Agreement), products or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub Merger Subs (and their respective Affiliates, if applicable), on the one hand, and the CompanyCompany and its Subsidiaries, on the other hand, shall promptly inform and (B) any other restrictions on the other activities of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer Parent and the MergerMerger Subs (and their respective Affiliates, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authorityif applicable), (v) provide each other with a reasonable advance opportunity to review and comment uponon the one hand, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be madeand its Subsidiaries, and whether any on the other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated herebyhand, and (ii) promptly make contest, defend and appeal any filingsProceedings, furnish information required in connection therewith and seek to obtain timely any such consentswhether judicial or administrative, permits, authorizations, approvals challenging this Agreement or waivers that the parties determine are required to be or should be made or obtained in connection with consummation of the transactions contemplated herebyMerger.

Antitrust Filings. (a) Each of The Company, Parent and Acquisition Merger Sub (and their respective Affiliatesshall each, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon promptly as practicable after the date of this Agreement but in no event later than seven Agreement, file or cause to be filed with the Federal Trade Commission (7the "FTC"), the United States Department of Justice (the "DOJ") Business Days following and any comparable foreign antitrust or competition authority any notifications required to be filed under the date of this Agreement. Each of Parent HSR Act or comparable foreign Antitrust Laws with respect to the Transactions. (b) Subject to the terms hereof, Parent, Merger Sub and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts (i) cooperate to obtain any government clearances or approvals required for Closing under the HSR Act and coordinate with the other in the making of such filingsapplicable Antitrust Laws, (ii) supply the other with to respond to any government requests for information and documentary material that may be required in order to make such filingsunder any Antitrust Law, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding action, including any legislative, administrative or judicial action, and (iv) to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedingsdecree, judgment, injunction or other order (whether temporary, preliminary or permanent, ) that is in effect and that prohibitsrestricts, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable prohibits the consummation of the transactions contemplated hereby, including the Merger, Merger or any other Transaction under any Antitrust Law. (c) The parties agree not to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, extend directly or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend indirectly any waiting period under the HSR Act or any applicable foreign Antitrust Law or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other a Governmental Authority to delay or not to consummate the transactions contemplated by this AgreementOffer, the Merger and the other Transactions, except with the prior written consent of the Company. (b) other parties hereto. Each of Parent and Acquisition Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on Company shall (i) promptly notify the other hand, shall promptly inform the other party of any written communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any that party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect or any other Antitrust Law and, subject to which applicable Law, permit the other party to review in advance any proposed written communication to any such filings have been madeGovernmental Authority and incorporate the other party's reasonable comments, then (ii) not agree to participate in any substantive meeting or discussion with any such party shall use its reasonable best efforts to makeGovernmental Authority in respect of any filing, investigation or cause to be madeinquiry concerning this Agreement, as soon as reasonably practicable and after consultation the Offer, the Merger or the other Transactions unless it consults with the other party, an appropriate response party in compliance with such request. In connection with and without limiting the foregoingadvance and, to the extent reasonably practicable and unless prohibited permitted by applicable Law or by the applicable such Governmental Authority, gives the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to party the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings attend, and conference calls, (iii) keep furnish the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all correspondence, filings and written communications to or from between them and their affiliates and their respective representatives on one hand, and any such Governmental Authority relating or its staff on the other hand, with respect to this Agreement, the Offer or Offer, the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the CompanyTransactions. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.