Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under the HSR Act or other applicable Government Authorities in respect to other Antitrust Laws (such filings the “Antitrust Filings”). Each of the Parties shall promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload.

Antitrust Filings. All option exercise notices delivered Each of Buyer and the Company shall, as soon as practicable, and in any event no later than ten (10) Business Days from the date of this Agreement, make any initial filings required under the HSR Act, and supply as promptly as reasonably practicable any additional information and documentary material that may be requested by Novartis a Governmental Entity pursuant to Section 3.2.3 the HSR Act. Buyer shall specify whether pay all filing fees under the exercise of HSR Act, and neither the applicable option rightCompany nor any Company Subsidiary shall be required to pay any fee, penalty or other payment to any Governmental Entity in Novartis’s good faith assessment, requires connection with any filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement HSR Act or such other filings as may be required under applicable law. The parties hereto shall consult and cooperate with one another, and consider in good faith the views of 1976 (as amended from time one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to time, the “HSR Act”) . Each of Buyer and the Company shall use reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under the HSR Act or any other federallaw, state rule or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the purpose or effect of reducing competition monopolization or monopolizing or restraining restraint of trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties Each of Buyer and the Company shall file (or, if applicable, shall use reasonable best efforts to take such action as may be required to cause their respective Affiliate(s) to file) the appropriate notices termination or expiration of the notice periods under the Antitrust Laws with respect to the transactions contemplated hereby as promptly as reasonably practicable possible after the execution of this Agreement. Without limiting the foregoing, each of Buyer and the Company shall take any and all of the following actions to the extent necessary or appropriate to obtain the approval of any Governmental Entity with jurisdiction over the United States Federal Trade Commission (“FTC”) and Department enforcement of Justice (“DOJ”) under the HSR Act any applicable Antitrust Laws or other applicable Government Authorities in respect to other Antitrust Laws (such filings laws regarding the “Antitrust Filings”). Each of the Parties shall promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable effortstransactions contemplated hereby: (ai) to cooperate to obtain any authorizations, clearances, orders entering into negotiations; (ii) providing information required by Antitrust Law or approvals required for governmental regulation adopted thereunder; (iii) providing information informally requested by a Governmental Entity reviewing the transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated herebyHSR Act; and (div) subject undertaking reasonable best efforts to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, substantially comply with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance Request for Additional Information and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required Documentary Material issued pursuant to the Antitrust LawsHSR Act. Each Party agrees The preceding obligations shall expire if this Agreement is terminated pursuant to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable PayloadArticle 12.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise Each of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 Newco and Merger Sub (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (orand their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall cause their respective Affiliate(s(i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to file) the appropriate notices with respect to this Agreement and the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under required by the HSR Act within ten (10) calendar days following the 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 Government Authorities in respect to other Antitrust Laws (such filings in connection with the “Antitrust Filings”)Merger. Each of Newco and the Parties Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees make such filings, (and shall cause each of their respective Affiliatesiii) to use their respective commercially reasonable efforts: (a) to cooperate to obtain supply any authorizations, clearances, orders additional information that reasonably may be required or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request requested by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or the Governmental Authorities of any other Governmental Authority regarding the transactions contemplated hereby; applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (div) subject take all action reasonably necessary to applicable legal limitations and cause the instructions of any Governmental Authority, keep the other Party apprised expiration or termination of the status of matters relating applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the transactions contemplated herebyMerger as soon as practicable, including promptly furnishing and to obtain any required consents under any other Antitrust Laws applicable to the other Party with copies Merger as soon as reasonably practicable. Each of material notices or other material communications received by such Party or any of Newco and Merger Sub (and their respective Affiliates, as if applicable), on the case may beone hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Third Party Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for by this Agreement pursuant to the HSR or any other Party a reasonable opportunity Antitrust Laws applicable to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority Merger with respect to the transactions contemplated hereby. Each of the Parties agreeswhich any such filings have been made, subject then such party shall make (or cause to applicable legal limitations be made), as soon as reasonably practicable and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults after consultation with the other Party party, an appropriate response in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party compliance with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to such request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to In connection with and without limiting Section 3.2.3 shall specify whether the exercise of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file7.1(a) the appropriate notices with respect to the transactions contemplated hereby as parties shall (i) promptly as reasonably practicable (in no event later than March 5, 2009) file with the United States Federal Trade Commission (“the "FTC”") and the Antitrust Division of the United States Department of Justice (“DOJ”the "Antitrust Division") the notification and report form (the "HSR Filing") if required under the HSR Act or other applicable Government Authorities in respect to other Antitrust Laws Act, (such filings the “Antitrust Filings”). Each of the Parties shall ii) promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any provide all information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request requested by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults or any of the transaction contemplated hereby, (iii) promptly take, and cause each of their respective Affiliates to take all action and steps reasonably necessary to obtain any antitrust clearance required to be obtained from the FTC, the Antitrust Division, any state attorney general, any foreign competition authority or any other Governmental Authority in connection with this Agreement or any of the transactions contemplated hereby and (iv) duly make all notifications and other filings required (together with the other Party in advance and gives HSR Filing, the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to "Antitrust Filings") under any other structural applicable competition, merger control, antitrust or conduct remedy and neither Party nor its Affiliates shall have any obligation to contestsimilar Law that the parties deem advisable or appropriate, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party each case with respect to the transactions contemplated by this Agreement. Each Party Agreement and as promptly as practicable; provided, that (x) no Purchaser shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining required to commence or defend any Proceeding or to divest, dispose of or hold separate any material assets or any material business to secure HSR Act clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all or consents, approvals or waivers and authorizations required (ii) no member of any Company Group shall agree to any divesture or disposal of any assets or enter into any agreement with the FTC or any other Governmental Authority regarding HSR Act clearance or consents or approvals under any similar foreign Law without the prior written consent of Purchasers. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act or other Laws, as applicable. The filing fees for the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods Filings shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then borne fifty percent (y50%) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable by Purchasers and the particular Reserved Payload shall not become an Additional Payload and fifty percent (z50%) the particular Reserved Payload shall be deemed an Unavailable Payloadby Sellers.

Antitrust Filings. All option exercise notices delivered Each party shall use commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by Novartis pursuant such party with any Governmental Authority with respect to Section 3.2.3 shall specify whether the exercise Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Authority. Without limiting the generality of the applicable option rightforegoing, the Company and Parent shall, promptly (and in Novartis’s good faith assessmentany event within three (3) business days) after the date of this Agreement, requires filings prepare and file the notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 (1976, as amended from time to time, (the “HSR Act”) or and any other federal, state or applicable Laws analogous to the HSR Act existing in foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having jurisdictions that require notification in connection with the effect of reducing competition or monopolizing or restraining trade Merger (collectively, the “Antitrust Competition Laws”). If Novartis concludes that The Company and Parent each shall promptly (i) supply the other party with any information which may be required in order to effectuate notices, reports, documents or other filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) with any Governmental Authority required to file) the appropriate notices with respect be made pursuant to the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under the HSR Act or other applicable Government Authorities in respect to other Antitrust Competition Laws (such filings collectively, the “Antitrust Filings”); and (ii) supply any additional information which reasonably may be required by any Governmental Authority in connection with Antitrust Filings or which the parties may reasonably deem appropriate. Each of the Parties shall promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees Filings made pursuant hereto; and (and shall cause each of their respective AffiliatesB) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority Authorities for information under amendments or supplements to any Antitrust Law with respect Filings made pursuant to, or information provided to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any comply in all material communication from the FTCrespects with, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised requirements of the status of matters relating Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices Company or other material communications received by such Party or any of their respective AffiliatesParent, as the case may be, from will promptly inform the other party of such occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. Each of the Company and Parent shall give the other party prompt notice of the commencement or known threat of commencement of any Third Party Action by or before any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views Merger or any of the other Party transactions contemplated by this Agreement, keep the other party reasonably informed as to the status of any such Action or threat, and in connection withwith any such Action, any proposed material written communication each of the Company or Parent will permit authorized representatives of the other party to be present at each meeting or conference relating to any Governmental Authority such Action and to have access to and be consulted in connection with respect any document, opinion or proposal made or submitted to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable PayloadAction.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant As soon as practicable, and in any event within ten (10) Business Days following the date of this Agreement, the Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 each shall make or cause to Section 3.2.3 be made all necessary filings (it being understood that in any jurisdiction where the submission of a draft prior to formal filing or notification is appropriate or advisable, only the draft initial submission or notification shall specify whether be required to be submitted within ten (10) Business Days), and thereafter make any other required submissions, with respect to this Agreement and the exercise of the applicable option right, in Novartis’s good faith assessment, requires filings Mergers required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Exchange Act of 1976 (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation including filings (or decree designed to prohibitdraft filings or initial submissions, restrict as applicable or regulate actions intended to or having advisable) required under any applicable Antitrust Law in the effect of reducing competition or monopolizing or restraining trade jurisdictions listed on Schedule 7.2 (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under the HSR Act or other applicable Government Authorities in respect to other Antitrust Laws (such filings the “Antitrust Filings”). The Paired Entities, Parent, MergerCo 1 and MergerCo 2 shall cooperate and consult with each other in connection with the making of all such Antitrust Filings, including by providing copies of all relevant documents to the non-filing party and its advisors prior to the filing. Except as otherwise required by Law, neither Parent nor any of the Paired Entities shall file any such document if the other party has reasonably objected to the filing of such document. The Paired Entities, Parent, MergerCo 1 and MergerCo 2 shall consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals submitted by or on behalf of any party hereto in connection with proceedings, reviews or inquiries arising out of, relating to or resulting from such Antitrust Filings or in connection with any Antitrust Law and consider in good faith any reasonable comments such other party may have in such submissions, and not participate independently in any meeting, or engage in any substantive conversation, with any Governmental Entity in respect of any such Antitrust Filings or any investigations or other inquiries relating to any applicable Antitrust Law without giving such other party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity, the opportunity to attend or participate. Neither Parent nor any of the Paired Entities shall consent, and each shall cause its respective affiliates not to consent, to any voluntary extension of any statutory deadline or waiting period or to any timing agreement or other voluntary delay of the consummation of the transactions contemplated by this Agreement at the behest of any Governmental Entity without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Each of the Parties Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 shall promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) notify the other with any information that may reasonably be required in order to effectuate of the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other with a Governmental Authority Entity regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions , or of any comments on, or any request for amendments or supplements to, any of the Antitrust Filings by any Governmental AuthorityEntity or official, keep and each of the Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 shall supply the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party all correspondence between it and each of its affiliates and Representatives, on the one hand, or any of their respective Affiliatesother governmental official, as on the case may beother hand, from any Third Party or any Governmental Authority with respect to any of the transactions contemplated herebyAntitrust Filings or any applicable Antitrust Law. The Parties Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 each shall each permit legal counsel for promptly obtain and furnish the other Party (a) the information which may be reasonably required in order to make such Antitrust Filings and (b) any additional information which may be requested by a reasonable opportunity to review in advance, Governmental Entity and consider in good faith which the views of the other Party in connection with, any proposed material written communication parties reasonably deem appropriate. Parent shall be solely responsible for and pay all filings fees payable to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject Entity pursuant to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority Antitrust Law in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall Any information or materials provided to the other parties pursuant to this Section 7.2 may be responsible for paying its own costs provided on an “outside counsel only” basis, if appropriate, and expenses that information or materials may also be redacted (including legal and consultants’ feesi) incurred in connection with obtaining clearance to remove references concerning the valuation of the transactions contemplated hereby from the FTC Paired Entities and the DOJPaired Entities Subsidiaries or other competitively sensitive materials, except that Novartis will pay the filing fees incurred by both Parties in connection (ii) as necessary to comply with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, contractual arrangements and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload obligations and (ziii) the particular Reserved Payload shall be deemed an Unavailable Payloadas necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

Antitrust Filings. All option exercise notices delivered Each of MannKind and United Therapeutics shall use its reasonable best efforts to (i) file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by Novartis such Party, pursuant to Section 3.2.3 shall specify whether the exercise Antitrust Laws, with any Governmental Authority (the “Filings”) with respect to this Agreement and the transactions contemplated hereby, (ii) submit promptly any additional information requested by any such Governmental Authority, and (iii) obtain termination or expiration of the applicable option rightwaiting period under the HSR Act and those associated with any other of the Filings which the parties reasonably conclude must be obtained prior to making the rights and obligations of this Agreement effective, and (iv) prevent the entry in Novartis’s good faith assessmentany action brought by a Governmental Authority or any other Person that would prohibit, requires make unlawful or delay the making of the rights and obligations of this Agreement effective. Without limiting the generality of the foregoing, each of MannKind and United Therapeutics agrees to prepare and make appropriate filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 1976, as amended, and the rules and regulations promulgated thereunder (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed relating to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices with respect to this Agreement and the transactions contemplated hereby as promptly soon as reasonably practicable with practicable, but in any event within 15 Business Days after the United States Federal Trade Commission Execution Date unless otherwise agreed to in writing by the parties (“FTC”) and Department of Justice (“DOJ”) under the HSR Act or other applicable Government Authorities in respect to other Antitrust Laws (such filings the “Antitrust FilingsHSR Filing Date”). Each The Parties will notify each other promptly of the Parties shall promptly supply (orany oral communication with, if applicableand provide copies of written communications with, shall cause their respective Affiliate(s) to supply) the other any Governmental Authority in connection with any information that may reasonably be required in order filings made pursuant to effectuate the Antitrust Filingsthis Section 15.16. Each Party agrees shall cooperate reasonably with the other Party in connection with any such filing (including, to the extent permitted by Applicable Laws, providing copies of all such documents to the non-filing Party prior to filing and shall cause each considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law Laws with respect to the transactions contemplated hereby; (c) to promptly inform any such filing. No Party hereto shall independently participate in any meeting, teleconference, or other written or oral communication with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Party upon receipt prior notice of any material communication from the FTCmeeting and, to the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any extent permitted by such Governmental Authority, keep the opportunity to attend and/or participate. To the extent permitted by Applicable Laws, and subject to all applicable privileges (including the attorney client privilege), each Party shall consult and cooperate reasonably with the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advanceParty, and shall consider in good faith the views of the other Party in connection witheach other, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture proposals made or other disposition submitted by or on behalf of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred hereto in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant proceedings under or relating to the HSR Act or other Antitrust Laws. Each Party agrees may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period Parties under this paragraph as “outside counsel only.” Such materials and the Antitrust Laws. Notwithstanding anything information contained therein shall be given only to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon outside legal counsel of the receipt of all consents, approvals recipient and authorizations required under the Antitrust Laws, and the option exercise shall will not be effectivedisclosed by such outside legal counsel to employees, the particular Reserved Payload shall not be an Additional Payloadofficers, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry directors of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; providedrecipient, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload.unless express written

Antitrust Filings. All option exercise notices delivered by Novartis Seller and Purchaser, as appropriate, shall as reasonably promptly as practicable, make or cause to be made all filings and submissions under Laws applicable to it or its Affiliates, as the case may be, as may be required in connection with the Transaction, including all notifications and information to be filed or supplied pursuant to Section 3.2.3 shall specify whether the exercise of the applicable option right, in Novartis’s good faith assessment, requires filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 (1976, as amended from time to time, (the “HSR Act”), the Monopoly Regulation and Fair Trade Act of Korea (and enforcement decrees and regulations issued thereunder) or any (the “MRFTA”) and similar competition and antitrust Laws of other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade Authorities (collectively, “Antitrust Laws”). If Novartis concludes that Any such filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) and supplemental information will be in substantial compliance with the requirements of applicable Law. Subject to file) the appropriate notices with respect applicable Laws relating to the transactions contemplated hereby sharing of information, each of Seller and Purchaser shall furnish to the other such necessary information and reasonable assistance as promptly as the other may reasonably practicable request in connection with its preparation of any filing or submission that is necessary under the HSR Act, the MRFTA or Antitrust Laws. Seller and Purchaser shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the United States Federal Trade Commission (“FTC”) and ), the Antitrust Division of the United States Department of Justice (the “DOJ”) and other similar Authorities, and shall comply with any such inquiry or request. Each of Seller and Purchaser will use its commercially reasonable efforts to obtain any clearance required under the HSR Act, MRFTA and Antitrust Laws for the Transaction. Seller and Purchaser shall bear all of their respective fees due to the FTC or DOJ under the HSR Act or other applicable Government Authorities in respect to other any Authority under the MRFTA or Antitrust Laws (such filings the “Antitrust Filings”). Each of the Parties shall promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance all filings and gives the other Party the opportunity to attend submissions and participate, provided, however, that neither Party shall be costs of preparing any information required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC any such filings and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payloadsubmissions.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether In connection with and without limiting the exercise of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 foregoing clause (as amended from time to timea), the “HSR Act”) or any other federalCompany shall, state or foreign Applicable Lawand Parent shall cause Guarantor to, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s1) to file) the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJAntitrust Division”) the notification and report form (the “HSR Filing”) required under the HSR Act and (2) duly make all notifications and other filings required under any other applicable Antitrust Law (together with the HSR Filing, the “Antitrust Filings”) that the Company and Parent deem advisable or appropriate or that may be required by the applicable Antitrust Authority, in each case with respect to the Transactions and as promptly as practicable, but in the case of the HSR Filing, no later than five (5) Business Days following the execution and delivery of this Agreement unless the Parties otherwise agree. The Antitrust Filings shall be prepared and made in substantial compliance with the requirements of the HSR Act or other applicable Government Authorities in respect to other Antitrust Laws (such filings the “Antitrust Filings”). Each of the Parties shall promptly supply (orLaws, if as applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their will use its respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate best efforts to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any the applicable waiting period period, if any, under the all Antitrust Laws. Notwithstanding anything to the contrary contained in this AgreementAgreement (whether in clause (a) or elsewhere), each option exercised by Novartis under Section 3.2.3 is conditioned upon nothing contained in this Agreement will be deemed to require Parent or Guarantor to enter into any agreement, consent decree or other commitment requiring Parent, Guarantor or any of their Subsidiaries to (A) divest, hold separate or otherwise limit the receipt use of all consentsany assets of the Company or its Subsidiaries, approvals and authorizations required under or Parent, Guarantor or their Subsidiaries, (B) litigate, pursue or defend any action or proceeding challenging any of the Transactions as violative of any Antitrust Laws, (C) other than filing fees required by the HSR Act, make any out of pocket expenditures of more than a de minimis amount or incur any obligations or liabilities, in each case, in order to comply with the provisions of this Section 4.04 or (D) take any other action that would, or would reasonably be expected to, materially and adversely affect Parent, Guarantor or any of their Subsidiaries (including after the option exercise shall not be effectiveEffective Time, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable PayloadSurviving Corporation).

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise of the applicable option right11.5.1 Akcea and Pfizer shall, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable (but no later than [***] days after the Execution Date), and before the expiration of any relevant legal deadline, file with (a) the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice Justice, the Notification and Report Form for Certain Mergers and Acquisitions (“DOJ”as that term is defined in the HSR Act) under required for the transactions contemplated hereby, together with all required documentary attachments thereto any supplemental information requested in connection therewith pursuant to the HSR Act, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act or and (b) any other applicable Government Authorities in respect Antitrust Authority, any other filings, reports, information and documentation required for the transactions contemplated hereby pursuant to any other Antitrust Laws (such filings collectively, the “Antitrust Filings”). Each Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the Parties shall promptly supply (or, Antitrust Filings if applicable, shall cause their respective Affiliate(s) to supply) they reasonably believe that such delay would result in obtaining any clearance required under the other with HSR Act and any information that may reasonably be required in order to effectuate Antitrust Laws for the Antitrust Filings. Each Party agrees (consummation of this Agreement and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for the transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated herebymore expeditiously. Each of Akcea and Pfizer shall furnish to each other’s counsel such necessary information and reasonable assistance as the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority other may request in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition its preparation of any of its assets filing or submission that is necessary under the assets of its Affiliates or to consent to HSR Act and any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this AgreementAntitrust Laws. Each Party shall be responsible for paying its own fees, costs and expenses (including legal and consultants’ fees) incurred in connection associated with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the any Antitrust LawsFilings. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload.165301880

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise Each of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 Seller (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (orand its Affiliates, if applicable), shall cause their respective Affiliate(son the one hand, and the Purchaser (and its Affiliates, if applicable), on the other hand, will (i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to file) the appropriate notices with respect to this Agreement and the transactions contemplated hereby by this Agreement as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under required by the HSR Act within twenty (20) Business Days following the Agreement Date; and (ii) if required, promptly file comparable pre-merger or post-merger notification filings, forms and submissions with any Authority that are required by other applicable Government Authorities in respect to other Antitrust Laws (such filings in connection with the “Antitrust Filings”)transactions contemplated by this Agreement. Each of the Parties shall promptly supply Seller and the Purchaser will use commercially reasonable efforts to (or, if applicable, shall A) cooperate and coordinate (and cause their its respective Affiliate(sAffiliates to cooperate and coordinate) to supply) with the other in the making of such filings; (B) supply the other (or cause the other to be supplied) with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Lawsmake such filings; (bC) to promptly respond to any request by any Governmental Authority for additional information under any Antitrust Law with respect relating to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication such filings from the FTC, the DOJ or the Authorities of any other Governmental applicable jurisdiction in which any such filing is made; and (D) take all reasonable 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 transactions contemplated by this Agreement; and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the transactions contemplated by this Agreement, in each case as soon as practicable, subject to the terms and conditions of this Agreement. Each of the Seller (and its Affiliates, if applicable), on the one hand, and the Purchaser (and its Affiliates), on the other hand, will promptly inform the other of any communication from any Authority regarding the transactions contemplated hereby; by this Agreement in connection with such filings. If any party or Affiliate thereof receives a request for additional information or documentary material from any Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act or any other Antitrust Laws applicable to the transactions contemplated by this Agreement, then such party will make (or cause to be made), as soon as reasonably practicable and (d) subject to applicable legal limitations after consultation with the other party, an appropriate response in compliance with such request. Each party will provide the other party in advance, with a reasonable opportunity for review and the instructions comment thereon, copies of any Governmental Authorityproposed communication with the FTC, keep the DOJ, or any other Party apprised Authority relating to the review under any Antitrust Law of the status of matters transactions contemplated hereby. No party shall participate in any material communication or meeting with the FTC, the DOJ, or any other Authority relating to the review under any Antitrust Law of the transactions contemplated hereby, including promptly furnishing unless the party gives the other Party with copies party reasonable advance notice of material notices such meeting or communication and, unless prohibited by the relevant Authority, permits the other material communications received by such Party party to attend and participate therein. Nothing in this Agreement obligates the Purchaser, the Seller, or any of their respective Affiliates, as the case may beapplicable, from to agree to or implement (i) any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advancedivestiture, and consider in good faith the views of the other Party in connection withholding separate, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agreessale, subject to applicable legal limitations and the instructions of any Governmental Authoritylicense, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any assets, businesses, or operations of the Purchaser, its assets Affiliates, or the assets Group Companies; or (ii) any modification, 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 date of this Agreement 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 to consent otherwise) of any ownership interest or assets of any Person, that would likely prevent or materially delay obtaining any required consents pursuant to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect Antitrust Laws applicable to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise Each of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 Parent and Merger Sub (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (orand their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall cause their respective Affiliate(s(i) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to file) the appropriate notices with respect to this Agreement and the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under required by the HSR Act within twenty (20) calendar days following the 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 Government Authorities in respect to other Antitrust Laws (such filings in connection with the “Antitrust Filings”)Merger. Each of Parent and the Parties Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees make such filings, (and shall cause each of their respective Affiliatesiii) to use their respective commercially reasonable efforts: (a) to cooperate to obtain supply any authorizations, clearances, orders additional information that reasonably may be required or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request requested by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or the Governmental Authorities of any other Governmental Authority regarding the transactions contemplated hereby; applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (div) subject take all action reasonably necessary to applicable legal limitations and cause the instructions of any Governmental Authority, keep the other Party apprised expiration or termination of the status of matters relating applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the transactions contemplated herebyMerger as soon as practicable, including promptly furnishing and to obtain any required consents under any other Antitrust Laws applicable to the other Party with copies Merger as soon as reasonably practicable. Each of material notices or other material communications received by such Party or any of Parent and Merger Sub (and their respective Affiliates, as if applicable), on the case may beone hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Third Party Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for by this Agreement pursuant to the HSR or any other Party a reasonable opportunity Antitrust Laws applicable to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority Merger with respect to the transactions contemplated hereby. Each of the Parties agreeswhich any such filings have been made, subject then such party shall make (or cause to applicable legal limitations be made), as soon as reasonably practicable and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults after consultation with the other Party party, an appropriate response in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party compliance with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to such request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload.

Antitrust Filings. All option exercise notices delivered by Novartis 17.3.1 In the event that Loxo provides notice that it intends to withdraw from the Co-Promotion pursuant to Section 3.2.3 shall specify whether the 8.16 or Bayer elects to exercise of the applicable option rightits rights pursuant to Section 17.2 or 20.6 (each an “Exclusivity Event”), and, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (as amended from time to timeeach case, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed license granted to prohibit, restrict or regulate actions intended Bayer pursuant to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices Section 2.1.2 with respect to the transactions Co-Promotion Territory will become an exclusive license (even as to Loxo) to Bayer, each of Bayer and Loxo agrees to prepare and make or cause to be prepared and made appropriate filings under the HSR Act and [***] 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 the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. any other antitrust requirements relating to this Agreement and the transaction contemplated hereby under this Agreement promptly following receipt by Bayer or Loxo, as the case may be, from Loxo or Bayer, as the case may be, of the notice required pursuant to Section 8.16, 17.2 or 20.6 as applicable, but no later than thirty (30) days following receipt of the applicable notice. Each of Bayer and Loxo agree to cooperate in the antitrust clearance process, including by furnishing to the other Party such necessary information and reasonable assistance as the other Party may request in connection with its preparation of any filing or submission that is necessary under the HSR Act and other antitrust requirements, and to furnish promptly as reasonably practicable with to the United States Federal Trade Commission (“FTC”) and ), the Antitrust Division of the United States Department of Justice (“DOJ”) under the HSR Act or and any other applicable Government Authorities in respect to other Antitrust Laws (such filings the “Antitrust Filings”). Each of the Parties shall promptly supply (orantitrust authority, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required requested by them in order to effectuate the Antitrust Filingsconnection with such filings. Each Party agrees shall furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, otherwise keep the other Party apprised of the status of matters relating any communications with, and any inquiries or requests for additional information from, the FTC, DOJ and any other antitrust authority, and shall comply promptly with any such inquiry or request. 17.3.2 Each Party shall give the other Party the opportunity to review in advance, and shall consider in good faith the other Party’s reasonable comments in connection with any proposed filing or communication with the FTC, DOJ or any other antitrust authority. Each Party shall consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC, the DOJ, or any other antitrust authority with respect to any filings, investigation or inquiry and, to the extent permitted by such antitrust authority, give the other Party the opportunity to attend and participate thereat. Neither Party shall withdraw its filing under the HSR Act or agree to delay the Effective Date without the prior written consent of the other Party. The Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to the transactions contemplated herebyunder this Agreement. 17.3.3 Each Party shall use commercially reasonable efforts to obtain the expiration or early termination of the HSR Act and any other clearance required under other antitrust requirements relating to this Agreement and the transaction contemplated under this Agreement for the consummation of the transactions contemplated by this Agreement. Commercially reasonable efforts as used in this section shall not include proposing, including promptly furnishing negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the other Party sale, divestiture, disposition, licensing or sublicensing of any of a Party’s or its Affiliates’ assets, properties or businesses or of any of the rights of a party under this Agreement, or defending through litigation any claim asserted in court by any party that would restrain, prevent, or delay the Effective Date. [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with copies the Securities and Exchange Commission pursuant to Rule 406 of material notices the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. 17.3.4 In the event of an Exclusivity Event, the license granted to Bayer pursuant to Section 2.1.2 with respect to the Co-Promotion Territory shall not become an exclusive license (even as to Loxo) until the waiting period under the HSR Act shall have been terminated or other material communications received expired without any challenge to the conversion of the license granted to Bayer pursuant to Section 2.1.2 with respect to the Co-Promotion Territory into an exclusive license. Upon the termination of expiration of the waiting period under the HSR Act, such conversion shall become effective automatically without the need for further action by such Party the Parties except as set forth in this Section 17.3. 17.3.5 In the event that antitrust clearance from the FTC, DOJ or any of their respective Affiliatesother applicable antitrust authority is not obtained within one hundred twenty (120) days after the receipt by Bayer or Loxo, as the case may be, from any Third Party Loxo or any Governmental Authority with respect Bayer, as the case may be, of the notice required pursuant to Section 8.16, 17.2 or 20.6 as applicable, the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider negotiate in good faith In the views event a provision of the other Party in connection with, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with needs to be deleted or substantially revised in order to obtain or eliminate the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition need for regulatory clearance of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. transaction. 17.3.6 Each Party shall be responsible for paying its own fees and costs associated with the preparation and expenses (submission of any required notification and report form to any other antitrust authority, and the provision of any supplemental information to the FTC, DOJ or other antitrust authority, including and any legal and consultants’ fees) fees incurred by such Party in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required such Party’s obligations pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload17.3.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise (a) Each of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 Parent and Acquisition Sub (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (orand their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall cause their respective Affiliate(s(x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to file) the appropriate notices with respect to this Agreement and the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than five (5) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or other applicable Government Authorities in respect to post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by any other Antitrust Laws (such filings applicable to the “Antitrust Filings”)Offer and/or the Merger as soon as practicable after the date of this Agreement. Each of Parent and the Parties Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees make such filings, (and shall cause each of their respective Affiliatesiii) to use their respective commercially reasonable efforts: (a) to cooperate to obtain supply any authorizations, clearances, orders additional information that reasonably may be required or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request requested by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws applicable to the Offer and/or the Merger, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Offer and/or the Merger as soon as practicable, and to avoid any impediment to the consummation of the Offer or the Merger under any Antitrust Laws applicable to the Offer and/or the Merger, 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 Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Offer and/or the Merger. (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 hereby; and (d) subject to applicable legal limitations and the instructions of by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority, keep the other Party apprised of the status of matters Authority relating to this Agreement or the transactions contemplated hereby, including promptly furnishing the other Party with copies of any proceedings initiated by a private party. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties 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 each permit legal counsel for use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Party 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 with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings, (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 in advanceand comment upon, and consider in good faith the views of the other Party in connection withwith respect to, all written communications (including any proposed material 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 communication 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(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 protect 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. (d) Notwithstanding anything in this Section 7.2 or elsewhere to the contrary, the Company shall not agree, nor shall Parent or Acquisition Sub be obligated to agree, to dispose of, hold separately, manage separately or take any similar actions with respect to the transactions contemplated hereby. Each material businesses, services, properties or assets of the Parties agreesCompany, subject Parent or Acquisition Sub in order to applicable legal limitations and obtain the instructions approval of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payload.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to In connection with and without limiting Section 3.2.3 shall specify whether the exercise of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file6.1(a) the appropriate notices parties shall (i) file as soon as practicable after the date hereof with respect to the transactions contemplated hereby as promptly as reasonably practicable with FTC and the Antitrust Division of the United States Federal Trade Commission (“FTC”) and Department of Justice (the “DOJAntitrust Division”) the notification and report form (the “HSR Filing”) if required under the HSR Act or other applicable Government Authorities in respect to other Antitrust Laws Act, (such filings the “Antitrust Filings”). Each of the Parties shall ii) promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any provide all information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request requested by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity to review in advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of any Governmental Authority, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with this Agreement unless it consults or any of the transactions contemplated hereby, (iii) promptly take, and cause each of their respective Affiliates to take all action and steps reasonably necessary to obtain any antitrust clearance required to be obtained from the FTC, the Antitrust Division, any state attorney general, any foreign competition authority or any other Governmental Authority in connection with this Agreement or any of the transactions contemplated hereby and (iv) duly make all notifications and other filings required (together with the other Party in advance and gives HSR Filing, the other Party the opportunity to attend and participate, provided, however, that neither Party shall be required to consent to the divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to “Antitrust Filings”) under any other structural applicable competition, merger control, antitrust or conduct remedy and neither Party nor its Affiliates shall have any obligation to contestsimilar Law that the parties deem advisable or appropriate, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party each case with respect to the transactions contemplated by this Agreement. Each Party Agreement and as promptly as practicable; provided, that (x) no Purchaser shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining required to commence or defend any Proceeding or to divest, dispose of or hold separate any assets or any business to secure HSR Act clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all or consents, approvals or waivers and authorizations required (ii) no Seller or Foreign Subsidiary shall agree to any divesture or disposal of any assets or enter into any agreement with the FTC or any other Governmental Authority regarding HSR Act clearance or consents or approvals under any similar foreign Law without the prior written consent of Purchasers. The Antitrust Filings shall be in substantial compliance with the requirements of the HSR Act or other Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payloadas applicable.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise (i) In furtherance of and not in limitation of the applicable option rightforegoing, each of Seller and Buyer undertakes and agrees to file as soon as practicable following the date of this Agreement (and in Novartis’s good faith assessmentany event no later than five Business Days after the date of this Agreement, requires filings a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement HSR Act of 1976 (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (or, if applicable, shall cause their respective Affiliate(s) to file) the appropriate notices with respect to the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“the "FTC”") and the Antitrust Division of the United States Department of Justice (“the "DOJ”") and to make such filings and apply for such approvals and consents as are required under any other applicable Legal Requirements pertaining to antitrust matters. (ii) Each of Seller and Buyer shall (A) respond as promptly as practicable under the circumstances to any inquiries received from the FTC or the DOJ or any authority enforcing applicable laws for additional information or documentation and to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters, and (B) not extend any waiting period under the HSR Act or other applicable Government Authorities in respect enter into any agreement with the FTC or the DOJ not to other Antitrust Laws (such filings consummate the “Antitrust Filings”). Each transactions contemplated by this Agreement, except with the prior written consent of the Parties other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to applicable law and except as prohibited by any applicable representative of any applicable Governmental Authority, Buyer and Seller, acting through outside counsel, agree to coordinate and cooperate fully and promptly supply (or, if applicable, shall cause their respective Affiliate(s) to supply) with each other in exchanging information and providing assistance as the other party may reasonably request in connection with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees (and shall cause each of their respective Affiliates) to use their respective commercially reasonable efforts: (a) to cooperate to obtain any authorizations, clearances, orders filings or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request by any Governmental Authority for information under any Antitrust Law with respect government inquiries related to the transactions contemplated hereby; herein. (ciii) Buyer and Seller shall, during the Pre-Closing Period, use commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any writ, injunction, decree, order, or judgment that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, Buyer shall have the sole and exclusive right to determine, at its option, whether to contest through litigation on the merits, negotiation or other action any position or claim, including any demands for sale, divestiture or disposition of assets or business of Buyer or its Subsidiaries or, effective as of the Closing Date, the Company or its Subsidiaries, asserted by the FTC, the DOJ or other Governmental Authority in connection with antitrust matters which would operate to hinder or delay the Closing. Buyer shall have the sole and exclusive right to direct and control any such litigation, negotiation or other action, with counsel of its own choosing, and Seller agrees to reasonably cooperate with Buyer with respect thereto. (iv) Seller shall agree if, but solely if, requested by Buyer to divest, hold separate or otherwise take or commit to take any action that limits Buyer's freedom of action with respect to, or its ability to retain, any of the businesses, services, or assets of the Company or any of its Subsidiaries, provided that any such action may be conditioned upon the consummation of the transactions contemplated by this Agreement. (v) In addition, each party shall, subject to applicable law and except as prohibited by any applicable representative of any applicable Governmental Authority, (A) promptly inform notify the other Party upon receipt party of any material written or oral communication to that party or its Affiliates from the FTC, the DOJ or any other Governmental Authority regarding the transactions contemplated hereby; and (d) subject to applicable legal limitations and the instructions of any Governmental Authority, keep and, permit the other Party apprised of the status of matters relating to the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices or other material communications received by such Party or any of their respective Affiliates, as the case may be, from any Third Party or any Governmental Authority with respect to the transactions contemplated hereby. The Parties shall each permit legal counsel for the other Party a reasonable opportunity party to review in advance, and consider in good faith the views of the other Party in connection with, advance any proposed material written or oral communication to any Governmental Authority with respect to the transactions contemplated hereby. Each of the Parties agrees, subject foregoing; (B) not agree to applicable legal limitations and the instructions of any Governmental Authority, not participate or permit its Affiliates to participate in any substantive meeting or discussion, either in person or by telephone, discussion with any Governmental Authority in connection with respect of any filings, investigation or inquiry concerning this Agreement and the transactions contemplated hereby unless it consults with the other Party party in advance and and, to the extent permitted by such Governmental Authority, gives the other Party party the opportunity to attend and participateparticipate thereat; and (C) furnish the other party, providedin advance of submission, howeverwith copies of all correspondence, that neither Party shall be required to consent to filings, and written communications (and memoranda setting forth the divestiture or other disposition of any of its assets or the assets of substance thereof) between such party and its Affiliates and its Representatives on the one hand, and any government or to consent to any regulatory authority or members or their respective staffs on the other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contesthand, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to this Agreement and the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to requestthereby, and to cooperate with permit the other Party in requesting, early termination of party to review and comment on any applicable waiting period under the Antitrust Laws. Notwithstanding anything such information prior to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payloadits submission.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise (a) Each of the applicable option right, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 Parent and Merger Sub (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (orand their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall cause their respective Affiliate(s(x) file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the United Stated Department of Justice (the “DOJ”) a Notification and Report Form relating to file) the appropriate notices with respect to this Agreement and the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than five (5) Business Days following execution and delivery of this Agreement and (y) file comparable pre-merger or other applicable Government Authorities in respect to post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by any other Antitrust Laws as soon as practicable after the date of this Agreement but in no event later than five (such filings 5) Business Days following the “Antitrust Filings”execution and delivery of this Agreement (it being understood that, without the prior written consent of the Company, neither Parent nor any of its Affiliates shall seek any other regulatory approvals from any United States Regulatory Authority in connection with the Transactions). Each of Parent and the Parties Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees make such filings, (and shall cause each of their respective Affiliatesiii) to use their respective commercially reasonable efforts: (a) to cooperate to obtain supply any authorizations, clearances, orders additional information that may be required or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request requested by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain 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 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 Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Merger. (b) Each of Parent and 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 hereby; and (d) subject to applicable legal limitations and the instructions of by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority, keep the other Party apprised of the status of matters Authority relating to this Agreement or the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices any proceedings initiated by a private party. If Parent or other material communications received by such Party Merger Sub (or any of their respective Affiliates, as if applicable), on the case may beone hand, or the Company, on the other hand, shall receive a request for additional information or documentary material from any Third Party or any Governmental Authority with respect to the transactions contemplated herebyby 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 such other party, an appropriate response in compliance with such request. The Parties shall 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 permit legal counsel for of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other Party hand, shall (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep such other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending 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 in advanceand comment upon, and consider in good faith the views of the other Party in connection withwith respect to, all written communications (including any proposed material analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communication communications to or from any Governmental Authority relating to 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 paragraphs (a), (b) and (c) of Section 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 protect confidential business information. (c) Each of Parent, 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 4.8 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 4.8 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of (ii) promptly make any Governmental Authorityfilings, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority furnish information required in connection with this Agreement unless it consults with therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be parties determine are required to consent to the divestiture be or other disposition of any of its assets should be made or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties obtained in connection with the filings required pursuant to the Antitrust Laws. Each Party agrees to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under Section 3.2.3 is conditioned upon the receipt of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise shall not be effective, the particular Reserved Payload shall not be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not to have provided notice of option exercise under Section 3.2.3, the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and (z) the particular Reserved Payload shall be deemed an Unavailable Payloadtransactions contemplated hereby.

Antitrust Filings. All option exercise notices delivered by Novartis pursuant to Section 3.2.3 shall specify whether the exercise (a) Each of the applicable option rightParent, in Novartis’s good faith assessment, requires filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 GT Topco and Merger Sub (as amended from time to time, the “HSR Act”) or any other federal, state or foreign Applicable Law, regulation or decree designed to prohibit, restrict or regulate actions intended to or having the effect of reducing competition or monopolizing or restraining trade (collectively, “Antitrust Laws”). If Novartis concludes that filings are required, both Parties shall file (orand their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall cause their respective Affiliate(s(x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to file) the appropriate notices with respect to this Agreement and the transactions contemplated hereby as promptly as reasonably practicable with the United States Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) under required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or other applicable Government Authorities in respect to post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by any other Antitrust Laws as soon as practicable after the date of this Agreement but in no event later than twenty (such filings 20) Business Days following the “Antitrust Filings”)execution and delivery of this Agreement, unless otherwise agree by the parties hereto. Each of Parent and the Parties Company shall promptly (i) cooperate and coordinate with the other in the making of such filings, (ii) supply (or, if applicable, shall cause their respective Affiliate(s) to supply) the other with any information that may reasonably be required in order to effectuate the Antitrust Filings. Each Party agrees make such filings, (and shall cause each of their respective Affiliatesiii) to use their respective commercially reasonable efforts: (a) to cooperate to obtain supply any authorizations, clearances, orders additional information that reasonably may be required or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly respond to any request requested by any Governmental Authority for information under any Antitrust Law with respect to the transactions contemplated hereby; (c) to promptly inform the other Party upon receipt of any material communication from the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) use reasonable best efforts to take all action necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or other Antitrust Laws as soon as practicable, and to obtain 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 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 Governmental Authority or Person may assert under any applicable Antitrust Laws with respect to the Merger. (b) Each of Parent, GT Topco and 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 hereby; and (d) subject to applicable legal limitations and the instructions of by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority, keep the other Party apprised of the status of matters Authority relating to this Agreement or the transactions contemplated hereby, including promptly furnishing the other Party with copies of material notices any proceedings initiated by a private party. If Parent, GT Topco or other material communications received by such Party Merger Sub (or any of their respective Affiliates, as if applicable), on the case may beone hand, or the Company, on the other hand, shall receive a request for additional information or documentary material from any Third Party or any Governmental Authority with respect to the transactions contemplated herebyby 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 such other party, an appropriate response in compliance with such request. The Parties shall 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 permit legal counsel for of Parent, GT Topco and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other Party hand, shall (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep such other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending 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 in advanceand comment upon, and consider in good faith the views of the other Party in connection withwith respect to, all written communications (including any proposed material analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communication communications to or from any Governmental Authority relating to 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 paragraphs (a), (b) and (d) of Section 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 protect confidential business information. (c) Each of (i) Parent, GT Topco, Merger Sub and their respective Affiliates on the one hand, and (ii) the Company on the other hand, shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by this Section 4.7 are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by this Section 4.7 are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby. Each of the Parties agrees, subject to applicable legal limitations and the instructions of (ii) promptly make any Governmental Authorityfilings, not to participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority furnish information required in connection with this Agreement unless it consults with therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the other Party in advance and gives the other Party the opportunity to attend and participate, provided, however, that neither Party shall be parties determine are required to consent to the divestiture be or other disposition of any of its assets should be made or the assets of its Affiliates or to consent to any other structural or conduct remedy and neither Party nor its Affiliates shall have any obligation to contest, administratively or in court, any ruling, order or other action of the FTC or DOJ or any Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (including legal and consultants’ fees) incurred in connection with obtaining clearance of the transactions contemplated hereby from the FTC and the DOJ, except that Novartis will pay the filing fees incurred by both Parties obtained in connection with the filings required pursuant to transactions contemplated hereby. (d) Notwithstanding the Antitrust Laws. Each Party agrees to request, and to cooperate with the foregoing or any other Party in requesting, early termination provision of any applicable waiting period under the Antitrust Laws. Notwithstanding anything to the contrary in this Agreement, each option exercised by Novartis under nothing in this Section 3.2.3 is conditioned upon the receipt 4.7 or any other provision of all consents, approvals and authorizations required under the Antitrust Laws, and the option exercise this Agreement shall not be effectiverequire any of Parent, the particular Reserved Payload shall not Company or any of their respective Affiliates to (i) take any action that would be an Additional Payload, and the corresponding Option Exercise Fee shall not be payable until the applicable waiting periods under the Antitrust Laws terminate or expire, and the expiry of the Option Period during such waiting periods shall be of no effect with respect to the particular Reserved Payload that is the subject of such Antitrust Filing; provided, however, that if the option exercise has not become effective within [***] of the date of the applicable Antitrust Filing, then (y) Novartis shall be deemed not reasonably likely to have provided notice of option exercise under Section 3.2.3a material adverse effect on Parent and its Affiliates (including the Surviving Corporation), the corresponding Option Exercise Fee shall not be payable and the particular Reserved Payload shall not become an Additional Payload and taken as whole, (zii) the particular Reserved Payload shall be deemed an Unavailable Payloadagree to hold separate or to divest any business, product or asset or (iii) commence any Action.