Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. (a) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.

Antitrust Filings. (a) As promptly as is practicable The Buyer, the Securityholder Representative and the Company shall, within three (3) Business Days after receiving any request from any the date hereof, if required by the Antitrust Laws, file with the appropriate Governmental Entity for informationAuthority all forms and documentation required to be filed by them under the Antitrust Laws concerning the transactions contemplated hereby, documents, or other materials in connection with the review and shall request early termination of the waiting period, if applicable, under such Antitrust FilingsLaws. From the date of such filing until the Closing Date, each of Buyer the Buyer, the Securityholder Representative and the Company shall use its reasonable best efforts to file all reports or other documents required or requested by the appropriate Governmental Authority under the Antitrust Laws, or otherwise and will comply promptly with any requests by such request andGovernmental Authority for additional information concerning the transactions contemplated hereby, to so that the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result waiting period specified in the waiver Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of any applicable privilege and subject to appropriate confidentiality agreementsthis Agreement. The Buyer and the Company shall cooperate reasonably with the others, pay all filing fees required in connection with resolving any inquiry or investigation by any Governmental Entity relating to filing required under the Antitrust FilingsLaws. Buyer and The Buyer, the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer Securityholder Representative and the Company agree to use their reasonable best efforts to contest insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Buyer, the Securityholder Representative and defend the Company agree to use reasonable efforts to cooperate and oppose any Action, whether judicial or administrative, brought preliminary injunction sought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit Body preventing the consummation of the Merger or the Transactions on or before the Closing Deadlinetransactions contemplated by this Agreement. (b) Notwithstanding anything The Buyer and the Securityholder Representative shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the contrary other may reasonably request in this Agreementconnection with its preparation of necessary filings or submissions under the provisions of the Antitrust Laws. The Buyer and the Securityholder Representative will cause their respective counsel to supply to each other copies of all correspondence, nothing shall require filings or be construed written communications by or to require Buyer such party or any of its Affiliates, in order to obtain the consent Affiliates with or successful termination or expiration of any review of from any Governmental Entity regarding the TransactionsAuthority or staff members thereof, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to the transactions contemplated by this Agreement and any such mattersrelated or contemplated transactions, except for documents filed pursuant to Item 4(c) of the HSR Act Notification and Report Form or communications regarding the same documents or information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws that in each case reveal the Company’s or the Buyer’s negotiating objectives or strategies or purchase price expectations.

Antitrust Filings. (a) As The Company and the Purchaser acknowledge that one or more filings, notifications, expirations of waiting periods, waivers and/or approvals under applicable Competition Laws may be necessary in connection with, and prior to, the issuance of shares of Common Stock upon exercise of the Warrants in accordance with their terms. From and after the Closing, the Purchaser will promptly as notify the Company if any such filing, notification, expiration of a waiting period, waiver and/or approval is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials required in connection with the review of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with any such request exercise and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding notwithstanding anything to the contrary in this AgreementAgreement or the Warrants, nothing Purchaser expressly acknowledges and agrees that any such exercise shall require be expressly subject to any such applicable filing, notification, expiration of a waiting period, waiver and/or approval. To the extent requested by the Purchaser or its Permitted Transferees from time to time following the Closing, the Company will use reasonable best efforts to cooperate in promptly making or causing to be construed made all necessary applications, submissions and filings under any applicable Competition Laws in connection with the issuance of shares of Common Stock upon exercise of the Warrants whether in advance of such exercise or contemporaneous with such exercise; provided that, notwithstanding anything in this Agreement or the Warrants to require Buyer the contrary, the Company shall not have any responsibility or liability for failure of the Purchaser or any of its Affiliates, in order Permitted Transferees or Affiliates to comply with any applicable Competition Law or to obtain any required consents, expirations, waivers or approvals. For the consent or successful termination or expiration avoidance of any review of any Governmental Entity regarding the Transactionsdoubt, to (i) sell or hold separate, or agree to sell or hold separate, before or from and after the Closing DateClosing, any assets, businesses or any interests in any assets or businesses, of Buyer or any of Purchaser and its Affiliates or Permitted Transferees may require the cooperation of the Company or under this Section 5.01 at any time, and from time to time and on multiple occasions, prior to the exercise in full of the Subsidiaries Warrants held by Purchaser or its Permitted Transferee. The Purchaser and the Company shall each be responsible for the payment of one-half of all filing fees associated with any such applications or filings (provided, that if the application or filing would not have been required in connection with the applicable exercise of Warrants had the Purchaser Parties beneficially owned only Securities acquired under this Agreement (or to consent to any sale, or agreement to sell, by BuyerWarrant Shares issued upon exercise of Warrants), the Company or any Subsidiary or by any Purchaser Parties shall be responsible for 100% of their respective Affiliates of any assets or businesses, or any interests in any assets or businessessuch filing fees), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.

Antitrust Filings. (a) As promptly as is practicable after receiving any Upon the request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust FilingsPurchaser, each of Buyer and the Company shall cooperate with the Purchaser and use (and shall cause its Affiliates to use) its reasonable best efforts to comply promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with such request andthe Purchaser in doing, all things necessary, proper or advisable to obtain the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver expiration or termination of any applicable privilege waiting period under the HSR Act and subject other applicable antitrust laws to appropriate confidentiality agreementsallow for any increase in the Purchaser’s beneficial ownership of the Company’s equity securities pursuant to the exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, such increase, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain all approvals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the transactions and (iii) execute and deliver any additional instruments necessary for any increase in the Purchaser’s beneficial ownership of the Company’s equity securities 20 pursuant to the exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant. Buyer Without limiting the foregoing, the Company shall prepare and file, within five (5) Business Days following the request by the Purchaser to prepare such filing, any required Notification and Report Form in connection with any increase in the Purchaser’s beneficial ownership of the Company’s equity securities pursuant to the exercise of the Warrant or the acquisition of the Company’s equity securities by the Purchaser during the exercise term of the Warrant requiring prior approval pursuant to the HSR Act. In connection with such undertakings, the Company shall cooperate reasonably and consult with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer Purchaser and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and governmental authorities, necessary or advisable in relation to any increase in the approval Purchaser’s beneficial ownership of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity Company’s equity securities pursuant to any applicable Antitrust Law. In furtherance and not in limitation the exercise of the covenants Warrant or the acquisition of the parties contained Company’s equity securities by the Purchaser during the exercise term of the Warrant. Nothing in this Section 4.5, each of the Buyer and 4.7 shall require the Company agree to use their reasonable best efforts agree, negotiate, commit to contest and defend any Actionor effect, whether judicial by consent decree, hold separate or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactionsotherwise, to (i) sell the sale, divestiture or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, disposition of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or (ii) any interests in any assets or businesses), or any material change in or restriction limitation on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses conduct of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such mattersbusinesses.

Antitrust Filings. (a) 2.15.1 As promptly soon as is reasonably practicable after receiving following the date that Gilead Opts-In to a Target as contemplated under Section 2.7 (each, a “Target Selection” and such date, the “Target Selection Date”) and in any request from event within [***] of such Target Selection Date, each of Tango and Gilead shall prepare and submit any appropriate Governmental Entity for informationrequired (as reasonably determined by Gilead) filings, documentsnotices, applications or other materials submissions under Antitrust Law (“Antitrust Filings”), including any required filings under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and the rules promulgated thereunder, with respect to such Target Selection. In connection with any such Antitrust Filings, the Parties shall furnish promptly to the United States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) and any other applicable governmental authority any additional information requested within their authority under the HSR Act or other Antitrust Laws, use reasonable efforts to obtain antitrust clearance for the transactions contemplated hereunder as soon as practicable with respect to such Target Selection, and otherwise cooperate with each other in the governmental antitrust clearance process. [***] in connection with the review of the Antitrust Filingsany filings under this Section 2.15, and each of Buyer Party shall bear their respective attorneys’ fees and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review expenses in advance any proposed written communication to any Governmental Entity connection therewith. 2.15.2 Solely to the extent that such review will not result in a filing pursuant to the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, HSR Act or other Antitrust Laws is required in connection with resolving a given Target Selection, Gilead’s rights and obligations hereunder in connection with such Target Selection (including any inquiry licenses to be granted in connection therewith) shall not become effective unless and until each of the following conditions are met: (a) the applicable waiting period provided by the HSR Act shall have expired or investigation by been terminated (and all other required antitrust clearances have been obtained); (b) no court or administrative challenges to such transaction are pending; and (c) no court or administrative orders are outstanding blocking the completion of the transactions (the date on which such conditions are met with respect to such Target Selection or, if Gilead determines no Antitrust Filings are required with respect to such Target Selection, the applicable Target Selection Date, the “Target Selection Effective Date”). Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any Governmental Entity relating divestitures or licenses or agree to the Antitrust Filings. Buyer and the Company shall promptly inform the other of hold separate any communication with, and assets or agree to any proposed understanding, agreementsimilar arrangements or commit to conduct its business in a specified manner, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer submit and respond to a formal discovery procedure initiated by the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry FTC or investigation by, DOJ or any material meeting or conference other governmental authority (whether by telecommunications or in person) withe.g., any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any a “Request for Additional Information and Documentary Materials from Materials,” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the relevant Governmental Entity pursuant HSR Act), in each case, as a condition to obtaining antitrust clearance for any Target Selection. 2.15.3 If the Target Selection Effective Date for any Target Selection does not occur on or before [***] after the applicable Target Selection Date (each, an “Initial Outside Date”), then Gilead may, in its sole discretion and only one time, provide written notice to Tango on or prior to such Initial Outside Date to extend such Initial Outside Date by an additional [***] (each Initial Outside Date, as it may be extended, if applicable, an “Outside Date”); provided, that Gilead may only extend the Initial Outside Date if the Antitrust Law. In furtherance and not in limitation Filings are made within [***] of the covenants of applicable Target Selection Date and additional time is reasonably required to respond to requests from FTC, DOJ, or any other applicable governmental authority in response to such Antitrust Filings. 2.15.4 If the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend Target Selection Effective Date for any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions Target Selection does not occur on or before the Closing Deadline. applicable Outside Date, then: (a) the Target that is the subject of such Target Selection shall not become a Gilead Target and shall not be included in the licenses and rights granted to Gilead pursuant to Section 5.1 or counted toward the Gilead Target Limitation; (b) Notwithstanding anything the Target that is the subject of such Target Selection shall not be deemed a Declined Target; (c) neither Party nor such Party’s Affiliates will be restricted from researching, developing, manufacturing or commercializing products Directed To the Target that is the subject of such Target Selection, subject to agreement on financial terms and compliance with Antitrust Laws, as provided in Section 2.15.5; and (d) if the Research Term would have otherwise expired prior to the contrary in this AgreementOutside Date, nothing shall require or then the Research Term will be construed to require Buyer or any of its Affiliates, extended for an additional [***] in order to obtain allow Gilead to make an alternative Target Selection from among the consent Reserved Targets, in its discretion. 2.15.5 Prior to initiating any additional research, development, manufacturing or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding commercialization activities with respect to the applicable Target for which the Target Selection Effective Date does not occur on or before the applicable Outside Date, either Party (the “Exploiting Party”) shall give the other Party written notice that it is considering pursing such activities with respect to such Target. The Parties shall thereafter negotiate in good faith the financial consideration to be paid by the Exploiting Party to the other Party in consideration for the value provided by such other Party with respect to the applicable Target and the Parties will enter into an amendment to this Agreement or another agreement providing for such financial terms and any other mutually agreed terms applicable to such activities by the Exploiting Party with respect to such Target, including any such mattersterms necessary to comply with Antitrust Laws. In the event that the Parties are unable to reach such agreement within [***], either Party may submit such matter to baseball arbitration for resolution in accordance with Section 15.5.2; provided, however, that such financial consideration shall not, in the aggregate, be more favorable to the other Party than that which the other Party would have been entitled to receive under this Agreement if such Target were a Gilead Target (if Gilead is the Exploiting Party) or a Tango Financial Target (if Tango is the Exploiting Party).

Antitrust Filings. (a) As promptly as is practicable after receiving the date of this Agreement, each of the Purchaser and the Parent will prepare and file (i) with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act as agreed to by the parties (the "ANTITRUST FILINGS") and (ii) any request other filings required to be filed by it under any other federal, state or foreign laws relating to the transactions contemplated by this Agreement (the "OTHER FILINGS"). (b) The Seller Entities and the Purchaser each shall promptly supply the other with any information which may be required in order to effectuate any filings pursuant to this Section 4.7. Each of the Seller Entities and the Purchaser will notify the other promptly upon the receipt of any comments from the FTC or DOJ or their respective staffs or any appropriate Governmental Entity for information, documents, or other materials government officials in connection with any filing made pursuant hereto and of any request by the review FTC or DOJ or their respective staffs or any other government officials for amendments or supplements to any Antitrust Filings or Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the FTC, DOJ or their respective staffs or any other governmental officials, on the other hand, with respect to any Antitrust Filing or Other Filing. Each of the Seller Entities and the Purchaser will cause all documents that it is responsible for filing with the FTC or DOJ or other regulatory authorities under this Section 4.7 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to any Antitrust FilingsFiling or Other Filing, as the case may be, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review party will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, such occurrence and any proposed understanding, agreement, cooperate in filing with the FTC or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry DOJ or investigation by, their respective staffs or any material meeting other government officials such amendment or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadlinesupplement. (bc) Notwithstanding anything to the contrary in this Agreement, nothing The Purchaser shall require or resolve any objections that may be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding asserted with respect to the transactions contemplated hereby under the HSR Act or any such mattersother antitrust or trade regulatory laws or regulations of any administrative or other governmental body or agency.

Antitrust Filings. (a) As Promptly after the date of this ----------------- Agreement, each of Company and Parent will prepare and file (i) with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties (the "Antitrust Filings") and (ii) any other filings required to be filed by it under the Exchange Act, the Securities Act or any other federal, state or foreign laws relating to the Merger and the transactions contemplated by this Agreement (the "Other Filings"). Company and Parent each shall promptly as is practicable after receiving supply the other with any request information which may be required in order to effectuate any filings pursuant to this Section 6.2. (b) Each of Company and Parent will notify the other promptly upon the receipt of any comments from the SEC or its staff or any appropriate Governmental Entity for information, documents, or other materials government officials in connection with any filing made pursuant hereto and of any request by the review SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Post-Effective Amendment, the Company Proxy Statement or any Antitrust Filings or Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the Antitrust Filingsone hand, each of Buyer and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Post-Effective Amendment, the Company shall use its reasonable best efforts Proxy Statement, the Merger or any Antitrust Filing or Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under Section 6.1 and this Section 6.2 to comply in all material respects with such request and, to the extent practicable and permitted by all applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver requirements of any applicable privilege and subject to appropriate confidentiality agreements. Buyer law and the Company shall cooperate reasonably with rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement the othersRegistration Statement, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and Post-Effective Amendment, the Company shall Proxy Statement or any Antitrust Filing or Other Filing, Company or Parent, as the case may be, will promptly inform the other of any communication with, such occurrence and any proposed understanding, agreement, cooperate in filing with the SEC or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, staff or any material meeting or conference (whether by telecommunications or in person) withother government officials, any Governmental Entity relating and/or mailing to the Antitrust Filings if, in the reasonable judgment stockholders of the party that is subject to the inquiry, investigation, meeting or conferenceCompany and/or Parent, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination amendment or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadlinesupplement. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.

Antitrust Filings. (a) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for informationWithout limiting the generality of Section 7.09(a) and Section 7.09(b) during the period (i) beginning on the Agreed Milestone Achievement Date and (ii) assuming either the Call Option Exercise Notice or the Put Option Exercise Notice has been provided, documents, or other materials in connection with ending on the review earlier of (A) the Antitrust FilingsClosing and (B) the valid termination of this Agreement pursuant to Article IX, each of Buyer and the Company shall (and the Securityholders shall use its reasonable best efforts their voting power to comply cause the Company to) promptly file any notification filings, forms and submissions with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of are required by any applicable privilege and subject to appropriate confidentiality agreementsAntitrust Laws in connection with the Equity Purchase (collectively, the “Antitrust Filings”). Each of Buyer and the Company shall (and the Securityholders shall use their voting power to cause the Company to): (w) cooperate reasonably and coordinate (and cause its respective Affiliates to cooperate and coordinate, if applicable) with the othersother in the making of the Antitrust Filings as soon as practicable, and in connection any event within ten (10) Business Days, following delivery of the Call Option Exercise Notice or the Put Option Exercise Notice, as applicable; (x) use its respective reasonable best efforts to supply the other (or cause the other to be supplied) with resolving any inquiry information that may be required in order to make the Antitrust Filings; (y) use its respective reasonable best efforts to supply (or investigation cause the other to be supplied) any additional information that reasonably may be required or requested by the Governmental Entities of any Governmental Entity relating other applicable jurisdiction in which any such Antitrust Filing is made and (z) use its respective reasonable best efforts to take all action necessary to (1) cause the expiration or termination of the applicable waiting periods pursuant to the Antitrust Filings. Buyer Laws applicable to the Equity Purchase and (2) obtain any required consents pursuant to any Antitrust Laws applicable to the Company shall Equity Purchase, in each case as soon as practicable following the Agreed Milestone Achievement Date and assuming either the Call Option Exercise Notice or the Put Option Exercise Notice was provided. (b) Each of the Company, on the one hand, and Buyer, on the other hand, will (and each of them will cause its respective Affiliates to, if applicable) promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with from any Governmental Entity relating to its regarding the Equity Purchase in connection with the Antitrust FilingFilings. Buyer and If Buyer, the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any of their respective Affiliates receives a request for additional information or documentary material meeting or conference (whether by telecommunications or in person) with, from any Governmental Entity relating with respect to the Equity Purchase pursuant to the Antitrust Filings if, in the reasonable judgment of the party that is subject Laws applicable to the inquiryEquity Purchase, investigation, meeting or conference, then such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to will use its reasonable best efforts to secure termination make (or expiration of any waiting periods under any applicable Antitrust Laws and/or cause to obtain the approval of any antitrust Governmental Entitybe made), as applicablesoon as reasonably practicable and after consultation with the other party, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply an appropriate response in compliance with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. such request. (c) In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5foregoing, each of the Buyer and the Company agree will (and will cause their respective Affiliates to), subject to use their reasonable best efforts any restrictions under applicable Law, (i) promptly notify the other party, or its outside antitrust counsel, of (and, if in writing, furnish them with copies of (or, in the case of oral communications, advise them of the contents of)) any material communication received by such Person from a Governmental Entity in connection with the Equity Purchase and permit the other party to contest review and defend discuss in advance (and to consider in good faith any Actioncomments made by the other party in relation to) any proposed draft notifications, whether formal notifications, filings, submissions or other written communications (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Equity Purchase to a Governmental Entity, (ii) keep the other party reasonably informed with respect to the status of any such submissions and filings to any Governmental Entity in connection with the Equity Purchase and any material developments, meetings or discussions with any Governmental Entity in respect thereof, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver; (B) the expiration of any waiting period; (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or administrative, brought proceeding under applicable Law; and (D) the nature and status of any objections raised or proposed or threatened to be raised by any Governmental Entity with respect to the Equity Purchase and related to Antitrust Laws and (iii) (A) provide (1) notice to the other party of any material meeting or appeal substantive conversation with the DOJ, the FTC, or any Order challenging other Governmental Entity reviewing, or seeking asserting jurisdiction to make illegalreview, delay materially the Equity Purchase under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Equity Purchase and (2) the other party the opportunity to attend or participate in such meeting or conversation unless prohibited by such Governmental Entity, and (B) in the event of a material meeting or substantive conversation with a Governmental Entity other than the DOJ, the FTC, or other Governmental Entity reviewing, or asserting jurisdiction to review, the Equity Purchase under any applicable Antitrust Laws where such meeting or conversation is substantially related to the Equity Purchase, then provide (1) notice to the other party of such meeting or conversation and (2) the opportunity to attend or participate in such meeting or conversation if mutually agreed to in good faith by Buyer and the Company and not otherwise directly or indirectly restrain or prohibit prohibited by such Governmental Entity. However, each of Buyer and the consummation Company may designate any non-public information provided to any Governmental Entity as restricted to “outside counsel” only and any such information will not be shared with the representatives of the Merger or other party without approval of the Transactions party providing the non-public information. Each of Buyer and the Company may redact any valuation and related information before sharing any information provided to any Governmental Entity with another party on or before the Closing Deadlinean “outside counsel” only basis. (bd) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its AffiliatesSection 7.10, in order connection with the clearance of the Equity Purchase pursuant to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactionsapplicable Antitrust Law, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by neither Buyer, the Company or any Subsidiary or by nor any of their respective Affiliates of Affiliates, nor any assets Securityholder shall be required to (A) litigate or businesses, contest any administrative or judicial action or any interests in order, whether temporary, preliminary or permanent brought by or before any assets Governmental Entity or businesses)(B) make proposals, execute or any material change in carry out agreements or restriction on the operation by Buyer submit to orders providing for or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), otherwise undertake a Divestiture and (ii) modify any the Company may not (and the Securityholders will use their voting power to cause the Company not to) make proposals, execute or carry out agreements or submit to orders providing for or otherwise undertake a Divestiture without the prior written consent of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such mattersBuyer.

Antitrust Filings. (a) As promptly Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (x) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as is practicable after receiving required by the HSR Act within five (5) calendar days following the execution and delivery of this Agreement, and (y) file comparable pre-merger or post-merger notification filings, forms and submissions with any request from any appropriate foreign Governmental Entity for information, documents, or Authority that are required by the other materials applicable Antitrust Laws in connection with the review Merger at times mutually reasonably agreed to by Parent and the Company. Each of the Antitrust Filings, each of Buyer Parent and the Company shall use its reasonable best efforts (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to comply with make such request andfilings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws and (iv) take all action reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the extent practicable Merger as soon as practicable, and permitted by to obtain any required consents under any other Antitrust Laws applicable Lawto the Merger as soon as practicable, permit and to avoid any impediment to the consummation of the Merger under any Antitrust Laws. (b) Each of Parent and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the othershand, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with from any Governmental Entity relating 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 its the transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust FilingLaws applicable to the Merger with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Buyer In connection with and without limiting the Company shall foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (A) give the each other reasonable advance notice ofof all meetings with any Governmental Authority relating to the Merger, and the (B) give each other an opportunity to participate in any inquiry or investigation byeach of such meetings, or any material meeting or conference (whether by telecommunications or in personC) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by keep the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Merger, (D) 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, (E) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Merger and (F) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Merger. Any such mattersdisclosures, 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.

Antitrust Filings. The Purchaser has filed notification of the business combination under the provisions of the HSR Act with the Antitrust Division of the DOJ and the FTC on September 23, 2019. Early termination of the waiting period under the HSR Act was granted on September 27, 2019. Purchaser has not made nor is it aware of any other filings or notifications that have to be made with any Authority. If required, each of the Seller (a) As and its Affiliates, if applicable), on the one hand, and the Purchaser (and its Affiliates, if applicable), on the other hand, will promptly as is practicable after receiving any request from any appropriate Governmental Entity for informationfile comparable pre-merger or post-merger notification filings, documents, or forms and submissions that are required by other materials applicable Antitrust Laws in connection with the review transactions contemplated by this Agreement. Each of the Antitrust Filings, each of Buyer Seller and the Company shall Purchaser will use its commercially reasonable best efforts to comply (A) cooperate and coordinate (and cause its respective Affiliates to cooperate and coordinate) 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 make such filings; (C) promptly respond to any request and, for additional information relating to such filings from the Authorities of any other 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 any other Antitrust Laws applicable to the extent practicable transactions contemplated by this Agreement; and permitted (2) obtain any required consents pursuant to any Antitrust Laws applicable to the transactions contemplated by applicable Lawthis Agreement, permit 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 parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review hand, will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication withfrom any Authority regarding the transactions contemplated 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 any 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 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 comment thereon, copies of any proposed understanding, agreement, or undertaking communication with any Governmental Entity Authority relating to its the review under any Antitrust FilingLaw of the transactions contemplated hereby. Buyer and No party shall participate in any material communication or meeting with any Authority relating to the Company shall give review under any Antitrust Law of the transactions contemplated hereby, unless the party gives the other party reasonable advance notice ofof such meeting or communication and, unless prohibited by the relevant Authority, permits the other party to attend and participate therein. Nothing in this Agreement obligates the opportunity to participate in any inquiry or investigation byPurchaser, the Seller, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entitytheir respective Affiliates, as applicable, for the Transactions. Each to agree to or implement (i) any divestiture, holding separate, sale, license, or other disposition of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation assets, businesses, or operations of the covenants of the parties contained in this Section 4.5Purchaser, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain or the consent Group Companies; or successful termination or expiration of (ii) any review of any Governmental Entity regarding the Transactionsmodification, to (i) sell or hold separaterestriction, limitation, or agree to sell other restraint or hold separate, before or after the Closing Date, condition upon any assets, businesses or any interests in any assets or businesses, or operations of Buyer the Purchaser, its Affiliates, or the Group Companies. Any such measures to which the Purchaser agrees that affect the assets, businesses, or operations of the Group Companies shall be conditioned upon the prior occurrence of the Closing. The Purchaser (and its Affiliates, if applicable) agrees that, between the Original Agreement Date and the Closing, it shall not, and shall not permit any of its Affiliates to, take any action, including but not limited to entering into any Contracts for an acquisition (by stock purchase, merger, consolidation, amalgamation, purchase of assets, license or otherwise) of the Company any ownership interest or assets of any of the Subsidiaries (Person, that would likely prevent or to consent materially delay obtaining any required consents pursuant to any sale, or agreement Antitrust Laws applicable to sell, the transactions contemplated by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.

Antitrust Filings. As soon as practicable, and in any event within ten (a10) As promptly Business Days following the date of this Agreement, the Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 each shall make or cause to 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 be required to be submitted within ten (10) Business Days), and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under the Exchange Act or any other federal, state or foreign Law, including filings (or draft filings or initial submissions, as is practicable after receiving applicable or advisable) required under any request from any appropriate Governmental Entity for informationapplicable Antitrust Law in the jurisdictions listed on Schedule 7.2 (collectively, documentsthe “Antitrust Filings”). The Paired Entities, or Parent, MergerCo 1 and MergerCo 2 shall cooperate and consult with each other materials in connection with the review 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 Company, Hospitality, Parent, MergerCo 1 and MergerCo 2 shall promptly notify the other of the receipt of any communication with a Governmental Entity regarding the transactions contemplated hereby, or of any comments on, or any request for amendments or supplements to, any of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation Filings by any Governmental Entity relating to or official, and each of the Antitrust Filings. Buyer Company, Hospitality, Parent, MergerCo 1 and the Company MergerCo 2 shall promptly inform supply the other with copies of any communication withall correspondence between it and each of its affiliates and Representatives, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and on the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation byone hand, or any material meeting or conference (whether by telecommunications or in person) withother governmental official, on the other hand, with respect to any Governmental Entity relating to of the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance The Company, Hospitality, Parent, MergerCo 1 and not MergerCo 2 each shall promptly obtain and furnish the other (a) the information which may be reasonably required in limitation of the covenants of order to make such Antitrust Filings and (b) any additional information which may be requested by a Governmental Entity and which the parties contained in this Section 4.5, each of the Buyer reasonably deem appropriate. Parent shall be solely responsible for and the Company agree pay all filings fees payable to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity pursuant to applicable Antitrust Law in connection with the transactions contemplated by this Agreement. Any information or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything materials provided to the contrary in other parties pursuant to this AgreementSection 7.2 may be provided on an “outside counsel only” basis, nothing shall require if appropriate, and that information or materials may also be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to redacted (i) sell or hold separate, or agree to sell or hold separate, before or after remove references concerning the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or valuation of the Company Paired Entities and the Paired Entities Subsidiaries or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries)other competitively sensitive materials, (ii) modify any of the terms of this Agreement, or the Transactions, or as necessary to comply with contractual arrangements and obligations and (iii) initiate as necessary to address reasonable attorney-client or participate in any legal proceeding with respect to any such mattersother privilege or confidentiality concerns.

Antitrust Filings. (ai) As promptly Each of Purchaser and the Company shall use their respective reasonable best efforts to (A) make or cause to be made all filings required to be made by them or any of their respective Affiliates under Antitrust Laws with respect to the Transactions as is soon as reasonably practicable, (B) comply as soon as reasonably practicable after receiving with any request from any appropriate Governmental Entity under Antitrust Laws for additional information, documents, or other materials received by each of them or any of their respective Affiliates from the Federal Trade Commission (“FTC”), the Department of Justice or any other Governmental Entity in respect of such filings, and (C) cooperate with each other in connection with any such filing (including, to the extent appropriate and permitted by Applicable Law, providing copies of all such filings to the non-filing Parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Department of Justice or other Governmental Entity under any Antitrust Laws with respect to any such filing. Each Party shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Antitrust Law in connection with the review Transactions. Neither Purchaser nor the Company shall agree to any extension of a waiting period or comparable period under any Antitrust Laws or enter into any agreement with any Governmental Entity not to consummate the Transactions, except with the prior written consent of the Antitrust Filingsother Parties. (ii) Subject to Applicable Laws, each of Buyer the Company and Purchaser shall promptly inform the other Parties of any substantive oral communication with, and provide copies of substantive written communications from, any Governmental Entity regarding any filings made pursuant to Section 7.3(c)(i) and permit outside counsel for the other Party to review in advance any proposed substantive correspondence or communication by such Party to any such Governmental Entity regarding any filings made pursuant to Section 7.3(c)(i). Neither the Company nor Purchaser shall independently participate in any substantive meeting, conference call or other substantive communication with any Governmental Entity in respect of any such filings without giving the other Parties prior notice of the meeting and, to the extent appropriate and permitted by such Governmental Entity, the opportunity to attend and participate. Subject to Applicable Laws, the Parties will consult and cooperate with 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 relating to Actions regarding antitrust and competition matters. The Company and Purchaser may, as they deem advisable and necessary, reasonably designate any competitively sensitive or proprietary business material provided to the other such Parties under this Section 7.3(c) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient (or, in the event the recipient is the Company, the outside legal counsel of Existing Equityholders) and will not be disclosed by such outside counsel to employees, officers, managers, or directors of the recipient, unless express written permission is obtained in advance from the disclosing Party. Notwithstanding anything to the contrary contained in this Section 7.3(c), materials provided pursuant to this Section 7.3(c) may be redacted to remove references concerning the valuation of the Company or as necessary to address reasonable privilege concerns. (iii) Each of Purchaser and the Company shall use its reasonable best efforts to comply with resolve such request andobjections, to the extent practicable and permitted by applicable Lawif any, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation as may be asserted by any Governmental Entity relating with respect to the Transactions under Antitrust FilingsLaws. Buyer In connection with and without limiting the Company shall promptly inform the other of any communication withforegoing, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby Purchaser agrees to use its reasonable best efforts to secure termination take, and to cause its Affiliates to take, promptly any and all steps reasonably necessary to avoid or expiration of eliminate any waiting periods impediments under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought that may be asserted by any Governmental Entity federal, state, local and non-United States antitrust or appeal any Order challenging competition authority, that would materially delay or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit prevent the consummation of the Merger Transactions, including agreeing to, offering, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, (A) the Transactions on sale, divestiture, transfer, license, disposition, or before hold separate (through the Closing Deadline. establishment of a trust or otherwise), of any or all of the capital stock or other equity or voting interest, assets (b) Notwithstanding anything to whether tangible or intangible), rights, properties, products or businesses of any of Purchaser or its Affiliates, or of the contrary in this Agreement, nothing shall require or be construed to require Buyer Company or any of its AffiliatesSubsidiaries; (B) the termination, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separatemodification, or agree to sell assignment of existing relationships, joint ventures, Contracts, or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, obligations of Buyer Purchaser or any of its Affiliates or of the Company or any of its Subsidiaries; (C) the Subsidiaries (or to consent to modification of any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by course of conduct regarding future operations of any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer Purchaser or any of its Affiliates of any assets Affiliates, or businesses (including any assets or businesses of the Company or any of its Subsidiaries; or (D) any other restrictions on the Subsidiaries), (ii) modify activities of any of Purchaser or any of its Affiliates or of the terms Company or any of its Subsidiaries, including the freedom of action of any of Purchaser or its Affiliates or of the Company or any of its Subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to this Agreement; provided, however, that nothing in this Section 7.3 shall require Purchaser or its Affiliates to take any action that (x) would have or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Acquired Entities, taken as a whole, or (y) would materially impair the benefits that Purchaser would reasonably be expected to receive from the Transactions. Without limiting the immediately preceding sentence, Purchaser shall oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or ruling of any Governmental Entity that could restrain, prevent or delay any required consents applicable to the Transactions, or (iii) initiate or participate including by defending through litigation any action asserted by any Person in any legal proceeding court or before any Governmental Entity and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any Governmental Entity. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Subsidiaries or Affiliates to enter into any agreement or consent decree with respect to the FTC, the Department of Justice or any such mattersother Governmental Entity that is not conditioned on the Closing.

Antitrust Filings. Subject to Section 16.6 (Termination for Lack of Antitrust Clearance), if (a) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with GSK reasonably determines that the review transactions to occur upon consummation of the exercise of the Option in accordance with Section 3.8.1 (Exercise of Option) would require the filing of appropriate notices -41- under the HSR Act (“HSR Filings”) or similar notices or filings under Applicable Laws in any other jurisdiction (“Other Antitrust Filings”); and (b) GSK exercises its Option pursuant to Section 3.8 (Exercise of Option and License Effective Date), then, on or prior to GSK’s exercise of the Option pursuant to Section 3.8.1 (Exercise of Option), (x) GSK shall provide notice of its determination to file such HSR Filings or Other Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts as applicable, to comply with such request and, Mersana (to the extent GSK has not already done so); and (y) the Parties shall comply with the terms of this Section 3.8.2 (Antitrust Filings). If required, both Parties (or their Affiliates) shall file the appropriate HSR Filings under the HSR Act within [**] Business Days following the Option Exercise Date and shall file any Other Antitrust Filings as soon as reasonably practicable and permitted by applicable Law, permit following the Option Exercise Date. The Parties shall keep each other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to apprised of the extent that such review will not result in the waiver status of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication communications with, and any proposed understandinginquiries or requests for additional information from, agreementthe United States’ Federal Trade Commission (“FTC”), or undertaking the Antitrust Division of the United States Department of Justice (“DOJ”) and any other Governmental Authority with which an Other Antitrust Filing is made and shall comply promptly with any reasonable FTC, DOJ or other Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any Authority inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating request of this nature; provided that neither Party shall be required to consent to the Antitrust Filings if, in the reasonable judgment divestiture or other disposition of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain assets (or the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (Affiliates) or to consent to any saleother structural or conduct remedy, and each Party and its Affiliates shall have no obligation to contest, administratively or agreement to sellin court, by Buyerany ruling, order or other action of the Company FTC, DOJ, other Governmental Authority or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying any such matterslegal costs that it incurs in connection with the HSR Filings or any Other Antitrust Filings, as applicable, and GSK will be responsible for paying all filing fees in connection with the HSR Filings and any Other Antitrust Filings.

Antitrust Filings. (a) As promptly Subject to Section 7.6(c), as is soon as reasonably practicable after receiving any request from any appropriate Governmental Entity for informationbut in no event later than January 26, documents2005, the Sellers and the Buyers shall each prepare and file, or other materials cause to be prepared and filed, (1) any notifications required to be filed under the HSR Act with the United States Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”), and request early termination of the waiting period under the HSR Act; and (2) any merger filings as may be required by any foreign countries, including, without limitation, the Competition Act. Each party shall promptly respond to any requests for additional information in connection with the review of the Antitrust Filings, each of Buyer such filings and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the take all other reasonable advance notice of, and actions to cause the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or the HSR Act to obtain terminate or expire at the approval earliest possible date after the date of any antitrust Governmental Entityfiling; provided however, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained that nothing in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require the Buyers to (A) incur any material liability or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration obligation of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separatekind, or (B) agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, transfer, license, separate holding, divestiture or agreement other disposition of, or to sellany prohibition of, by Buyeror to any limitation on, the Company acquisition, ownership, operation, effective control or any Subsidiary or by any exercise of their respective Affiliates full right of ownership of any asset or assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on of the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company Buyers or any the Sellers. The Buyers shall be responsible for payment of the Subsidiaries)applicable filing fee under the HSR Act, but not the Sellers’ costs and expenses (iiincluding attorneys’ fees and other legal fees and expenses) modify any associated with the preparation of the Sellers’ portion of any antitrust filings. The Buyers and its counsel shall be responsible for discussions with the FTC, DOJ, and any other antitrust authorities, after consultation and coordination with the Sellers and its counsel. In addition, the Buyers and Sellers shall make any necessary filings for clearance of the transaction contemplated hereby under the Austrian Cartel Act. In the event clearance under the Austrian Cartel Act has not been obtained by Closing, then Sellers shall remain responsible for their Austrian accounts and related business on behalf of the Buyers, subject to reimbursement upon terms of this specified under the Transition Supply Agreement, or until such clearance has been obtained and the Transactions, or (iiiBuyers shall not raise absence of such clearance under Section 8.1(e) initiate or participate in any legal proceeding with respect as a condition to any such mattersClosing.

Antitrust Filings. (a) As promptly as is practicable Promptly after receiving any the execution of this Agreement, SSCE and the Purchaser shall each file with DOJ and FTC the pre-merger notification form required pursuant to the HSR Act with respect to the transactions contemplated hereby, together with a request from any appropriate Governmental Entity for informationearly termination of the waiting period under the HSR Act. Promptly after the execution of this Agreement, documentsSSCE, or other materials Smurfit Canada and the Purchaser shall file with the Commissioner of Competition under the Competition Act a pre-merger notification and/or a request for an advance ruling certificate. The Purchaser shall pay all filing fees required pursuant to the HSR Act and the Competition Act in connection with these filings. (b) The parties agree as follows: (i) each party shall promptly supply any additional information and documentary material that may be requested by any Governmental Authority pursuant to any antitrust Law, including the review DOJ or FTC pursuant to the HSR Act and the Commissioner of Competition pursuant to the Competition Act (each, a “Government Antitrust Authority”); (ii) each party shall promptly furnish each other with any correspondence from or to, and notify each other of any other communications with, a Government Antitrust Authority, which relates to the transactions contemplated hereunder; (iii) neither party shall take any action with the intended effect of delaying, impairing or impeding the expiration of a waiting period under the HSR Act or any other antitrust Law; (iv) if a Government Antitrust Authority seeks to extend the waiting period under the HSR Act or has requested additional documents, then each party shall furnish the requested additional documents to the Government Antitrust Authority as soon as reasonably practicable; (v) each party shall take promptly any or all of the following actions to the extent necessary to eliminate any concerns on the part of any Government Antitrust FilingsAuthority regarding the legality under any antitrust Law of the consummation of the transactions contemplated hereunder: (A) providing information, (B) making reasonable proposals, (C) entering into and performing agreements or submitting to judicial or administrative orders, or (D) solely with respect to the Purchaser, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of the Purchaser or any of its subsidiaries; (vi) each party shall use its reasonable best efforts, including, without limitation, taking any action contemplated by Section 4.01(b)(v), to prevent the entry in a judicial or administrative proceeding brought under any antitrust Law by any Government Antitrust Authority of Buyer any injunction or other order that would (A) make the consummation of the transactions contemplated hereunder in accordance with the terms of this Agreement unlawful or (B) materially prevent or delay such consummation; (vii) each party shall promptly, in the event that such an injunction or order has been issued in such a proceeding, use its reasonable best efforts, including, without limitation, the appeal thereof, or any action contemplated by Section 4.01(b)(v), to vacate, modify or suspend such injunction or order so as to permit the Closing to occur; (viii) each party will permit authorized representatives of the other party to be present at each meeting or conference relating to any such proceeding and the Company to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such proceeding; and (ix) each party shall use its reasonable best efforts to comply with such request and, to the extent practicable avoid or eliminate each and permitted by applicable Law, permit the other parties’ legal counsel to review in advance every impediment under any proposed written communication to any Governmental Entity to the extent antitrust Law that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation may be asserted by any Governmental Entity relating Government Antitrust Authority to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary transactions contemplated hereunder in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of accordance with the terms of this Agreement, or the Transactionsincluding, or (iii) initiate or participate in without limitation, taking any legal proceeding with respect to any such mattersaction contemplated by Section 4.01(b)(v).

Antitrust Filings. (a) As promptly Within ten (10) Business Days following the date hereof, the Company and Buyer shall each make such premerger filings with the Antitrust Authorities as is practicable after receiving any request from any appropriate Governmental Entity for informationmay be required under the Antitrust Laws concerning the Transaction. From the date of such filing until the Closing Date, documentsthe Company and Buyer shall file all reports or other documents required or requested by the Antitrust Authorities under the Antitrust Laws, or other materials otherwise and will comply promptly with any requests by the Antitrust Authorities for additional information concerning the Transaction, so that the waiting period specified in the Antitrust Laws will expire or terminate as soon as reasonably possible after the execution and delivery of this Agreement. Buyer shall pay all application fees required in connection with the review of any filing required under the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreementsLaws. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their commercially reasonable best efforts to contest and defend insure that any Action, whether judicial applicable waiting periods imposed under the Antitrust Laws terminate or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadlineexpire as early as practicable. (b) Notwithstanding anything The Company and Buyer shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the contrary other may reasonably request in this Agreement, nothing shall require connection with its preparation of necessary filings or be construed to require Buyer or any of its Affiliates, in order to obtain submissions under the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or provisions of the Company or any of Antitrust Laws. To the Subsidiaries (or to consent to any sale, or agreement to sell, extent not prohibited by BuyerLaw, the Company or any Subsidiary or by any of and Buyer will cause their respective Affiliates counsel to supply to each other copies of all correspondence, filings or written communications by or to such party or its affiliates with or from any assets Government or businessesstaff members thereof, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to the Transaction, except for documents filed pursuant to Item 4(c) of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Notification and Report Form or communications regarding the same documents or information submitted in response to any such mattersrequest for additional information or documents pursuant to the Antitrust Laws which reveal the Company’s or Buyer’s negotiating objectives or strategies or purchase price expectations.

Antitrust Filings. (a) As promptly as is practicable after receiving any At the written request from any appropriate Governmental Entity for informationof Pyxis, documentseach of the Company and Pyxis will, or will cause their applicable Affiliate(s) to, within [***] after the execution of a License Agreement (or such later time as may be agreed to in writing by the Parties), prepare and file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR Filing required of such Party under the HSR Act and any other materials filings, notices, applications or other submissions required of such Party under Antitrust Laws (collectively, “Antitrust Filings”), in each case the necessity of which has been determined in the reasonable opinion of Pyxis with respect to the transactions contemplated by such License Agreement. Pyxis and the Company will cooperate with one another to the extent necessary in the preparation of any such Antitrust Filings. Pyxis and the Company will be responsible for their own costs, expenses, and filing fees associated with any Antitrust Filing; provided, further, that such Parties will equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties will be the sole financial responsibility of such Party) required to be paid to any Governmental Authority in connection with making any such Antitrust Filing. In the review of event that Pyxis and the Company make any Antitrust FilingsFiling(s) under this Section 3.7.2, each of Buyer the Pyxis and the Company shall use its reasonable best efforts have the right to comply with such request and, terminate the relevant License Agreement immediately upon written notice to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result Party in the waiver of event that (a) the FTC or DOJ obtains a preliminary injunction under the HSR Act against such Parties to enjoin the transactions contemplated by such License Agreement or any applicable privilege and subject to appropriate confidentiality agreements. Buyer and other Governmental Authority enjoins the Company shall cooperate reasonably transactions contemplated by such License Agreement in accordance with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreementLaws, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) the HSR Clearance Date has not occurred and any other applicable antitrust clearances have not been obtained on or prior to two hundred seventy (270) days after the date of execution of the License Agreement. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.7.2, none of the terms and conditions contained in this Agreementthe applicable License Agreement (including the obligation for Pyxis to make any payments thereunder), nothing shall require or will be construed effective until the “License Effective Date,” which is agreed and understood to require Buyer or any mean the later of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separatethe date of execution of the License Agreement, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify if a determination is made by Pyxis pursuant to this Section 3.7.2 that any Antitrust Filing(s) is required, the receipt of any such required antitrust clearance(s). As used herein: (1) “HSR Clearance Date” means the terms of this Agreement, or earliest date that all applicable waiting periods under the Transactions, or (iii) initiate or participate in any legal proceeding HSR Act with respect to any such mattersthe transactions contemplated by a License Agreement have expired or have been terminated; and (2) “HSR Filing” means a filing by the Company and Pyxis or their ultimate parent entities as that term is defined in the HSR Act with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in the License Agreement, together with all required documentary attachments thereto.

Antitrust Filings. Each of Parent and Merger Sub (aand their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (i) As promptly file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as is practicable after receiving 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 request from any appropriate foreign Governmental Entity for information, documents, or Authority that are required by the other materials applicable Antitrust Laws in connection with the review Merger. Each of the Antitrust Filings, each of Buyer Parent and the Company shall use its reasonable best efforts (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to comply with make such request andfilings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take all action reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the extent practicable Merger as soon as practicable, and permitted by to obtain any required consents under any other Antitrust Laws applicable Lawto the Merger as soon as reasonably practicable. Each of Parent and Merger Sub (and their respective Affiliates, permit if applicable), on the one hand, and the Company, on the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the othershand, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with from any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity Authority regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (transactions contemplated by this Agreement in connection with such filings. If any party hereto or to consent to Affiliate thereof shall receive a request for additional information or documentary material from any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust Laws applicable to the Merger with respect to which any such mattersfilings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Antitrust Filings. If any applicable waiting periods and approvals are required under Antitrust Laws with respect to the transactions contemplated under this Agreement, then each Party (aor its Affiliate) As promptly as is practicable after receiving will file the appropriate notices under the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the jurisdiction (“Antitrust Filings, each of Buyer and ”) within [***] after the Company Execution Date. The Parties shall use its reasonable best efforts to comply with such request andseek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, to and will keep each other apprised of the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver status of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication communications with, and any proposed understandinginquiries or requests for additional information from, agreementthe United States’ Federal Trade Commission (“FTC”), or undertaking the Antitrust Division of the United States Department of Justice (“DOJ”) and any other Governmental Authority with which an Antitrust Filing is made and will comply promptly with any reasonable FTC, DOJ or other Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any Authority inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating request of this nature; provided that neither Party will be required to consent to the Antitrust Filings if, in the reasonable judgment divestiture or other disposition of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain assets (or the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (Affiliates) or to consent to any saleother structural or conduct remedy, and each Party and its Affiliates will have no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, other Governmental Authority or any Third Party with respect to the transactions contemplated by this Agreement. GSK will (i) control the strategy for obtaining any consents, approvals of, or agreement to sellregistrations, by Buyer, declarations or filings from any Governmental Authority in connection with the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), transaction and (ii) modify any coordinate the overall development of the terms of this Agreement, or positions to be taken and the Transactions, or (iii) initiate or participate regulatory actions to be requested in any legal proceeding filing or submission with a Governmental Authority in connection with the transactions contemplated hereby. [***]. Each of the Parties hereto will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions and will cooperate in responding to any inquiry from the FTC or DOJ and to any requests for additional information at the earliest practicable date, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to the FTC or DOJ, and supplying each other with copies of all material correspondence, filings or communications between either party and either the FTC or DOJ with respect to any this Agreement. Such information can be shared on an outside counsel basis or subject to other restrictions to the extent deemed necessary or advisable by counsel for the disclosing Party. To the extent practicable and as permitted by the FTC or DOJ, each Party hereto shall permit representatives of the other Party to participate in material substantive meetings (whether by telephone or in person) with the FTC or DOJ. Neither Party shall commit to or agree with the FTC or DOJ to withdraw its filing and refile under the HSR Act without the prior written consent of the other (such mattersconsent not to be unreasonably withheld, conditioned or delayed).

Antitrust Filings. (a) As promptly Each of Parent and Merger Sub (and their respective affiliates, if applicable), on the one hand, and the Company (if applicable), on the other hand, shall (i) file with the FTC and the Antitrust Division of the United States Department of Justice (the “DOJ”) a Notification and Report Form relating to this Agreement and the Transactions as is practicable after receiving required by the HSR Act within ten (10) Business Days following the execution and delivery of this Agreement or such later date as may be mutually agreed by antitrust counsel for Parent and the Company, and (ii) file comparable pre-merger or post-merger notification filings, forms and submissions with any request from foreign Governmental Authority that are required by any appropriate Governmental Entity for information, documents, or other materials applicable Antitrust Laws in connection with the review Transactions within ten (10) Business Days following the execution and delivery of this Agreement (or, if later, of the Antitrust Filings, each identification by a party that such filing with a foreign Governmental Authority is so required) or such later date as may be mutually agreed by antitrust counsel for Parent and the Company. Parent shall pay directly to the applicable Governmental Authority the applicable filing fee required in connection with the filings and other materials required under the HSR Act or other applicable antitrust or competition Laws in connection with the Transactions. Each of Buyer Parent and the Company shall use its reasonable best efforts (A) cooperate and coordinate with the other in the making of such filings; (B) supply the other with any information that may be required in order to comply with make such request andfilings; (C) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws; and (D) subject to Section 6.3(c), take all action reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the extent practicable Transactions as soon as practicable, and permitted by to obtain any required consents under any other Antitrust Laws applicable Lawto the Transactions as soon as reasonably practicable. (b) Each of Parent and Merger Sub (and their respective affiliates, permit if applicable), on the one hand, and the Company, on the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the othershand, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with from any Governmental Entity relating Authority regarding any of the Transactions in connection with such filings and, if permitted or not objected to its Antitrust Filing. Buyer and by the Company relevant Governmental Authority, shall give permit the other reasonable advance notice of, and the opportunity party to participate in any inquiry meeting, telephone conversation or investigation by, other similar communication on substance that such party has with a Governmental Authority regarding Antitrust Laws. 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 pursuant to the HSR Act or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating other Antitrust Laws applicable to the Antitrust Filings ifTransactions with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in the reasonable judgment of the compliance with such request. Any information a party that is subject provides to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon under this Section 6.3 may be designated by the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use providing party in its reasonable best efforts discretion as provided for review only by the outside counsel to secure termination the receiving party. (c) Subject to the next sentence, Parent shall take any and all action required by a Governmental Authority in respect of an Antitrust Law that is necessary to ensure that no such Governmental Authority enters any order, decision, judgment, decree, ruling, injunction (preliminary or expiration of permanent), or establishes any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entitylaw, as applicablerule, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5regulation or other action preliminarily or permanently restraining, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial enjoining or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit prohibiting the consummation of the Merger Transactions, or to ensure that no such Governmental Authority with the Transactions on authority to clear, authorize or before otherwise approve the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any consummation of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, fails to do so by the Outside Date, including (i) sell selling or hold separateotherwise disposing of, or agree holding separate and agreeing to sell or hold separateotherwise dispose of, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, categories of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or Parent or their respective Subsidiaries; (ii) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries; (iii) terminating any venture or other arrangement; (iv) creating any relationship, contractual rights or obligations of the Company or Parent or their respective Subsidiaries or (v) effectuating any other change or restructuring of the Company or Parent their respective Subsidiaries (and, in each case, to enter into agreements or stipulate to the entry of an order or decree or file appropriate applications with any Governmental Authority in connection with any of the Subsidiariesforegoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets; by consenting to such action by the Company and provided, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Transactions) (each a “Divestiture Action”). Notwithstanding anything in this Agreement to the contrary, (ii) modify neither Parent nor Merger Sub shall be required to take, or cause to be taken, any Divestiture Action that Parent determines in its reasonable judgment would be reasonably likely to have a fundamental and adverse impact on the business of, or Parent’s strategy with respect to, the combined nutrition businesses of Parent and the Company. In the event that any action is threatened or instituted challenging any of the Transactions as violative of any pre-merger notification requirement or other Antitrust Law, Parent shall take all action necessary, including any Divestiture Action, to avoid or resolve such action. In the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the Transactions in accordance with the terms of this AgreementAgreement unlawful or that would restrain, enjoin or otherwise prevent or materially delay the consummation of the Transactions, Parent shall take promptly any and all steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Outside Date. (iiid) initiate If any Divestiture Action agreed to by Parent requires action by or participate in any legal proceeding with respect to the Company or its Subsidiaries or its or their businesses or assets, and such action would constitute a breach of this Agreement, the Parent hereby agrees to consent to the taking of such action by the Company and any such mattersaction may, at the discretion of the Company, be conditioned upon consummation of the Transactions.

Antitrust Filings. (a) As promptly Each party shall use commercially reasonable efforts to file, as is soon as practicable after receiving the date of this Agreement, all notices, reports and other documents required to be filed by such party with any request from Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement, and to submit promptly any appropriate additional information requested by any such Governmental Entity for informationAuthority. Without limiting the generality of the foregoing, documentsthe Company and Parent shall, or other materials promptly (and in any event within three (3) business days) after the date of this Agreement, prepare and file the notifications required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any applicable Laws analogous to the HSR Act existing in foreign jurisdictions that require notification in connection with the review Merger (collectively, the “Competition Laws”). 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 with any Governmental Authority required to be made pursuant to the Competition Laws (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 Company and Parent will notify the other party promptly upon the receipt of (A) any comments from any Governmental Authorities in connection with any Antitrust Filings made pursuant hereto; and (B) any request by any Governmental Authorities for amendments or supplements to any Antitrust Filings made pursuant to, or information provided to comply in all material respects with, the requirements of the Competition Laws. Whenever any event occurs that is required to be set forth in an amendment or supplement to any Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request andor Parent, to as the extent practicable and permitted by applicable Lawcase may be, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other party of any communication with, such occurrence and any proposed understanding, agreement, cooperate in filing with the applicable Governmental Authority such amendment or undertaking with any Governmental Entity relating to its Antitrust Filingsupplement. Buyer and Each of the Company and Parent shall give the other reasonable advance party prompt notice of, and of the opportunity commencement or known threat of commencement of any Action by or before any Governmental Authority with respect to participate in any inquiry or investigation by, the Merger or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiryother transactions contemplated by this Agreement, investigation, meeting or conference, such participation by keep the other party is prudent and (based upon reasonably informed as to the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration status of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entitysuch Action or threat, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply in connection with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5such Action, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation Parent will permit authorized representatives of the Merger other party to be present at each meeting or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect conference relating to any such mattersAction and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Action.

Antitrust Filings. Each of Buyer and the Company shall, as soon as practicable, and in any event no later than ten (a10) As Business Days from the date of this Agreement, make any initial filings required under the HSR Act, and supply as promptly as is reasonably practicable after receiving any request from any appropriate additional information and documentary material that may be requested by a Governmental Entity for informationpursuant to the HSR Act. Buyer shall pay all filing fees under the HSR Act, documentsand neither the Company nor any Company Subsidiary shall be required to pay any fee, penalty or other materials payment to any Governmental Entity in connection with any filings under the review 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 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 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 law, rule or regulation having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Buyer and the Company shall use reasonable best efforts to take such action as may be required to cause the termination or expiration of the notice periods under the Antitrust FilingsLaws with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. Without limiting the foregoing, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, take any and all of the following actions to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to necessary or appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for Entity with jurisdiction over the Transactions. Each enforcement of Buyer any applicable Antitrust Laws or other laws regarding the transactions contemplated hereby: (i) entering into negotiations; (ii) providing information required by Antitrust Law or governmental regulation adopted thereunder; (iii) providing information informally requested by a Governmental Entity reviewing the transactions contemplated hereby under the HSR Act; and the Company hereby agrees (iv) undertaking reasonable best efforts to promptly substantially comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity Material issued pursuant to any applicable Antitrust Lawthe HSR Act. In furtherance and not in limitation of the covenants of the parties contained in The preceding obligations shall expire if this Section 4.5, each of the Buyer and the Company agree Agreement is terminated pursuant to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing DeadlineArticle 12. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.

Antitrust Filings. (a) As 5.2.1 The Parties shall, as promptly as is practicable (but no later than [***] after receiving any request from any appropriate Governmental Entity for information, documentsthe Execution Date, or as otherwise mutually agreed by the Parties and their respective antitrust counsel), and before the expiration of any relevant legal deadline, prepare and file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice (collectively, the “Antitrust Authorities”), the Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) required for the transactions contemplated hereby, together with all required documentary attachments thereto and any supplement information requested in connection therewith pursuant to the HSR Act (the “Antitrust Filings”). Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the Antitrust Filings if they reasonably believe that such delay would result in obtaining any clearance required under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby more expeditiously. The Parties shall cooperate in the antitrust clearance process, including by furnishing to each other’s counsel such necessary information and reasonable assistance as the other materials may request in connection with its preparation of any filing or submission that is necessary under the review of HSR Act and to furnish promptly with the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted Authorities any information reasonably requested by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, them in connection with resolving such filings. Each Party shall be responsible for its own fees, costs, and expenses associated with any inquiry Antitrust Filings or investigation by any Governmental Entity relating in connection with its obligations pursuant to the this Section 5.2 (Antitrust Filings. Buyer ). 5.2.2 The Parties shall use their commercially reasonable efforts to promptly obtain HSR Clearance and shall keep each other apprised of the Company shall promptly inform the other status of any communication communications with, and any proposed understandinginquiries or requests for additional information from, agreement, or undertaking any Antitrust Authority and shall use commercially reasonable efforts to comply promptly with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any such inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the request. Commercially reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained used in this Section 4.55.2.2 will not include proposing, each negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, (a) the sale, divestiture, disposition, licensing or sublicensing of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Actionof a Party’s or its Affiliates’ assets, whether judicial properties, or administrativebusiness, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreementbehavior limitations, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separateconduct restrictions, or agree commitments with respect to sell or hold separate, before or after the Closing Date, any such assets, businesses properties, or any interests in any assets or businessesbusiness, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (rights or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any obligations of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of a Party under this Agreement, or the Transactions(c) defending through litigation any claim asserted in court by any Third Party that would restrain, prevent, or (iii) initiate or participate in any legal proceeding with respect to any such mattersdelay the Effective Date.

Antitrust Filings. (a) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and the Company The Parties shall use its their respective reasonable best efforts to comply with such request andpromptly file or cause to be filed within [*] Days of the date hereof, all filings necessary or appropriate to the extent practicable and permitted by be obtained under applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result Antitrust Laws in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and jurisdictions as set forth on Schedule 8.1 attached hereto (collectively, the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the “Antitrust Filings. Buyer ”), shall consult and cooperate with each other in the Company preparation of such filings, and shall promptly inform the other Party of any material communication withreceived by such Party from any Governmental Authority regarding the Antitrust Filings regarding the transactions contemplated by this Agreement. Each Party shall review and discuss in advance, and consider in good faith the views of the other Party in connection with any proposed understanding, agreement, written or undertaking material oral communication with any Governmental Entity relating to its Antitrust FilingAuthority. Buyer and the Company Neither Party shall give participate in any meeting with any Governmental Authority unless it first consults with the other reasonable advance notice ofParty in advance, and to the extent permitted by the Governmental Authority, gives that Party the opportunity to participate in be present thereat. Neither Party shall agree to any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration voluntary extension of any statutory deadline or waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant period or to any applicable Antitrust Law. In furtherance and not in limitation voluntary delay of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or transactions contemplated by this Agreement at the Transactions on or before behest of any Governmental Authority without the Closing Deadlineprior written consent of the other Party. Each of the Parties shall be responsible for its own filing fees required to be paid in connection with any Antitrust Filing. (b) Notwithstanding anything The Parties’ obligations under this Section 8.1 to the contrary in this Agreementuse reasonable best efforts shall include, nothing shall require as applicable, defending any judicial or administrative action or similar proceeding instituted (or threatened to be construed instituted) by any Person under any Antitrust Law or seeking to require Buyer have any stay, restraining order, injunction or any of its Affiliates, in similar order to obtain the consent or successful termination or expiration of any review of entered by any Governmental Entity regarding the TransactionsAuthority vacated, to (i) sell lifted, reversed or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.overturned. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Antitrust Filings. (a) To the extent not already satisfied prior to the Agreement Date (in the Buyer’s sole discretion), no later than five (5) Business Days after the Agreement Date, Buyer and the Company will each make in timely fashion all filings and notifications required under the HSR Act and all other filings and notifications that Buyer deems necessary or desirable in connection with the Transactions under other applicable Antitrust Laws (collectively, the “Antitrust Filings”) with the appropriate Governmental Entity designated by Law to receive such filings. Each party shall pay any filing fees for which it is responsible in connection with the Antitrust Filings. (b) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review of the Antitrust Filings, each of Buyer and the Company shall use its commercially reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its commercially reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance Law and not in limitation any event within sixty (60) calendar days of the covenants receipt of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadlinesuch request. (bc) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters. (d) In the event that Buyer is requested, in order to obtain the consent or successful termination or expiration of any review under any Law regarding the Transactions, to take any of the actions set forth in Section 4.5(c) or if such consent, successful termination or expiration has not been unconditionally obtained by December 31, 2014, Buyer shall have the right to abandon its efforts to obtain approval under such Antitrust Law of the Transactions, notwithstanding this Section 4.5. If Buyer so elects to abandon its efforts to seek such approval, it shall promptly give notice of such abandonment to the Company.

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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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) As to cooperate to obtain any authorizations, clearances, orders or approvals required for transactions contemplated hereby under the Antitrust Laws; (b) to promptly as is practicable after receiving 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 appropriate Third Party or any Governmental Entity for information, documents, or other materials in connection Authority with the review of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, respect to the extent practicable and permitted by applicable Law, transactions contemplated hereby. The Parties shall each permit legal counsel for the other parties’ legal counsel Party a reasonable opportunity to review in advance advance, and consider in good faith the views of the other Party in connection with, any proposed material written communication to any Governmental Entity Authority with respect to the extent that such review will not result in transactions contemplated hereby. Each of the waiver Parties agrees, subject to applicable legal limitations and the instructions of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the othersGovernmental Authority, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity not to participate in any inquiry substantive meeting or investigation bydiscussion, 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 material meeting or conference Third Party with respect to the transactions contemplated by this Agreement. Each Party shall be responsible for paying its own costs and expenses (whether 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 telecommunications or both Parties in person) with, any Governmental Entity relating connection with the filings required pursuant to the Antitrust Filings ifLaws. Each Party agrees to request, in the reasonable judgment of the party that is subject and to the inquiry, investigation, meeting or conference, such participation by cooperate with the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure Party in requesting, early termination or expiration of any applicable waiting periods period under any applicable the Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the TransactionsLaws. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing 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 require 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 be construed to require Buyer or any of its Affiliatesexpire, in order to obtain and the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or expiry of the Company or any Option Period during such waiting periods shall be of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding no effect with respect to any the particular Reserved Payload that is the subject of such mattersAntitrust 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. (a) As promptly as is practicable after receiving any request from any appropriate Governmental Entity for information, documents, or other materials in connection with the review Each of the Antitrust Filings, each of Buyer MannKind and the Company United Therapeutics shall use its reasonable best efforts to comply (i) file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party, pursuant to the 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 request Governmental Authority, and (iii) obtain termination or expiration of the waiting 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 any action brought by a Governmental Authority or any other Person that would prohibit, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) relating to this Agreement and the transactions contemplated hereby as soon as reasonably practicable, but in any event within 15 Business Days after the Execution Date unless otherwise agreed to in writing by the parties (the “HSR Filing Date”). The Parties will notify each other promptly of any oral communication with, and provide copies of written communications with, any Governmental Authority in connection with any filings made pursuant to this Section 15.16. Each Party 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 considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Antitrust Laws with respect to 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 prior notice of the meeting and, to the extent practicable and permitted by applicable Lawsuch Governmental Authority, permit the other parties’ legal counsel opportunity to review in advance any proposed written communication to any Governmental Entity to attend and/or participate. To the extent that such review will not result in the waiver of any applicable privilege permitted by Applicable Laws, and subject to appropriate confidentiality agreements. Buyer all applicable privileges (including the attorney client privilege), each Party shall consult and the Company shall cooperate reasonably with the othersother Party, and shall consider in good faith the views of each other, in connection with resolving any inquiry analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or investigation submitted by or on behalf of any Governmental Entity Party hereto in connection with proceedings under or relating to the HSR Act or other Antitrust FilingsLaws. Buyer Each Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this paragraph as “outside counsel only.” Such materials and the Company information contained therein shall promptly inform be given only to the other outside legal counsel of any communication withthe recipient and will not be disclosed by such outside legal counsel to employees, and any proposed understanding, agreementofficers, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment directors of the party that is subject to the inquiryrecipient, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such matters.unless express written

Antitrust Filings. (ai) As If GBT desires to exercise the Option, GBT shall reasonably determine in good faith prior to exercise of the Option whether the transactions to be consummated upon the exercise of the Option require any Antitrust Filings. If GBT determines in good faith that any Antitrust Filing(s) is required in connection with GBT’s exercise of the Option and GBT desires to exercise the Option, then GBT shall deliver to Syros a notice of intent to exercise such Option within the Option Exercise Period, which notice shall identify any required Antitrust Filings and include GBT’s irrevocable binding commitment to complete the exercise of the Option, subject only to satisfaction of the Antitrust Conditions and the terms of this Section 3.1(d) (such notice, a “Notice of Conditional Exercise”), whereupon the Option Exercise Period shall be tolled for so long as is necessary for GBT to satisfy applicable Antitrust Conditions, but subject to GBT’s compliance with the requirements of Section 3.1(d)(ii) and Section 3.1(d)(iv). For clarity, the Option shall not be deemed exercised and GBT shall not obtain the rights set forth in Section 3.2 unless and until the Parties have obtained satisfaction of any applicable Antitrust Condition for the applicable Antitrust Filing filed pursuant to this Section 3.1(d) and complied with the requirements of this Section 3.1(d). (ii) If GBT delivers a Notice of Conditional Exercise in accordance with this Section 3.1(d), each of GBT and Syros shall cooperate to prepare and shall make any necessary Antitrust Filings as promptly as is practicable after receiving any request from any appropriate Governmental Entity for informationand advisable, documents, or other materials in connection with the review goal of filing Antitrust Filings within [***] after the Antitrust Filings, date upon which GBT delivers the notice (or such later time as may be agreed to in writing by the Parties) and thereafter each of Buyer GBT and the Company Syros shall use its commercially reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver obtain satisfaction of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving Antitrust Condition for any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its applicable Antitrust Filing. Buyer GBT will be responsible for both Parties’ reasonable costs and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference expenses (whether by telecommunications or in personincluding filing fees) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply associated with any Request Antitrust Filing, provided that each Party will be responsible for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Lawits respective attorneys’ fees. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5Neither Party, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its respective Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactionswill be required to: (A) sell, to divest (i) sell or including through a license), hold separate, transfer or agree to sell or hold separate, before or after the Closing Date, dispose of any assets, operations, rights, product lines, businesses or any interests in any assets therein (or businesses, of Buyer or consent to any of the foregoing actions), or (B) litigate or otherwise formally oppose any determination (whether judicial or administrative in nature) by a Governmental Authority seeking to impose any of the restrictions referenced in clause (A) above. (iii) Subject to Section 3.1(d)(ii), within [***] after the Parties obtaining satisfaction of any applicable Antitrust Condition for any applicable Antitrust Filing, GBT shall deliver to Syros the Option Exercise Notice and shall be required to make the payment required pursuant to Section 6.3. (iv) Notwithstanding the foregoing, unless otherwise agreed by the Parties in writing, if satisfaction of any applicable Antitrust Condition has not occurred within [***] after such time as both Parties have made the necessary Antitrust Filings, then, unless mutually agreed to by the Parties in writing, the Option Exercise Period shall automatically be deemed to expire. In such event, Syros shall pay to GBT royalties equal to [***] of any net sales (defined mutatis mutandis with the definition of Net Sales in this Agreement) by Syros, its Affiliates or of the Company its or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates sublicensees of any assets or businessesproduct containing a Licensed Compound, or any interests such royalties not to exceed in any assets or businesses), or any material change in or restriction the aggregate the amount of research funding paid by GBT to Syros pursuant to Section 2.5. At such time as Syros has paid to GBT royalties on the operation by Buyer or any of its Affiliates net sales of any assets or businesses (including any assets or businesses of such product(s) that total in the Company or any of the Subsidiaries)aggregate an amount equal to such research funds, (iiSyros’ obligations under this Section 3.1(d)(iv) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding with respect to any such mattersshall terminate.

Antitrust Filings. 17.3.1 In the event that Loxo provides notice that it intends to withdraw from the Co-Promotion pursuant to Section 8.16 or Bayer elects to exercise its rights pursuant to Section 17.2 or 20.6 (aeach an “Exclusivity Event”), and, in each case, the license granted to Bayer pursuant to Section 2.1.2 with respect to the Co-Promotion Territory will become an exclusive license (even as to Loxo) As 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 under this Agreement promptly following receipt by Bayer or Loxo, as is practicable after receiving any 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 from any appropriate Governmental Entity for information, documents, or other materials in connection with its preparation of any filing or submission that is necessary under the review HSR Act and other antitrust requirements, and to furnish promptly to the United States Federal Trade Commission (“FTC”), the Antitrust Division of the Antitrust FilingsUnited States Department of Justice (“DOJ”) and any other antitrust authority, each of Buyer and the Company shall use its reasonable best efforts to comply any information reasonably requested by them in connection with such request filings. Each Party shall furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall otherwise keep the other Party apprised of the status of 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 practicable and permitted by applicable Lawsuch antitrust authority, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and 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 any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating so far as they relate to this Agreement and to the Antitrust Filings if, in the transactions contemplated under this Agreement. 17.3.3 Each Party shall use commercially reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval expiration or early termination of the HSR Act and any other clearance required under other antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer requirements relating to this Agreement and the Company hereby agrees to promptly comply with any Request transaction contemplated under this Agreement for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger transactions contemplated by this Agreement. Commercially reasonable efforts as used in this section shall not include proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the Transactions on sale, divestiture, disposition, licensing or before sublicensing of any of a Party’s or its Affiliates’ assets, properties or businesses or of any of the Closing Deadline. (b) Notwithstanding anything to the contrary in rights of a party under this Agreement, nothing 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 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. 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 require not become an exclusive license (even as to Loxo) until the waiting period under the HSR Act shall have been terminated or be construed expired without any challenge to require Buyer 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 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 other 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 Loxo or Bayer, as the case may be, of its Affiliatesthe notice required pursuant to Section 8.16, 17.2 or 20.6 as applicable, the Parties shall negotiate in good faith In the event a provision of this Agreement needs to be deleted or substantially revised in order to obtain or eliminate the consent or successful termination or expiration need for regulatory clearance of this transaction. 17.3.6 Each Party shall be responsible for its fees and costs associated with the preparation and submission of any review required notification and report form to any other antitrust authority, and the provision of any Governmental Entity regarding supplemental information to the TransactionsFTC, to (i) sell DOJ or hold separateother antitrust authority, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in and any legal proceeding fees incurred by such Party in connection with respect such Party’s obligations pursuant to any such mattersthis Section 17.3.

Antitrust Filings. Each of Newco and Merger Sub (aand their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall (i) As promptly file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as is practicable after receiving 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 request from any appropriate foreign Governmental Entity for information, documents, or Authority that are required by the other materials applicable Antitrust Laws in connection with the review Merger. Each of the Antitrust Filings, each of Buyer Newco and the Company shall use its reasonable best efforts (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information that may be required in order to comply with make such request andfilings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws, and (iv) take all action reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the extent practicable Merger as soon as practicable, and permitted by to obtain any required consents under any other Antitrust Laws applicable Lawto the Merger as soon as reasonably practicable. Each of Newco and Merger Sub (and their respective Affiliates, permit if applicable), on the one hand, and the Company, on the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the othershand, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with from any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity Authority regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (transactions contemplated by this Agreement in connection with such filings. If any party hereto or to consent to Affiliate thereof shall receive a request for additional information or documentary material from any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or any of the Subsidiaries), (ii) modify any of the terms of this Agreement, or the Transactions, or (iii) initiate or participate in any legal proceeding Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust Laws applicable to the Merger with respect to which any such mattersfilings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request.

Antitrust Filings. In connection with and without limiting Section 7.1(a) the parties shall (ai) As promptly as is practicable after receiving (in no event later than March 5, 2009) file with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") the notification and report form (the "HSR Filing") if required under the HSR Act, (ii) promptly provide all information requested by any request from any appropriate Governmental Entity for information, documents, or other materials Authority in connection with the review of the Antitrust Filings, each of Buyer and the Company shall use its reasonable best efforts to comply with such request and, to the extent practicable and permitted by applicable Law, permit the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity to the extent that such review will not result in the waiver of any applicable privilege and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry or investigation by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing Deadline. (b) Notwithstanding anything to the contrary in this Agreement, nothing shall require or be construed to require Buyer or any of its Affiliates, in order to obtain the consent or successful termination or expiration of any review of any Governmental Entity regarding the Transactions, to (i) sell or hold separate, or agree to sell or hold separate, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, of Buyer or any of its Affiliates or of the Company Agreement or any of the Subsidiaries transaction contemplated hereby, (or to consent to any saleiii) promptly take, or agreement to sell, by Buyer, the Company or any Subsidiary or by any 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 HSR Filing, the "Antitrust Filings") under any other applicable competition, merger control, antitrust or similar Law that the parties deem advisable or appropriate, in each case with respect to the transactions contemplated by this Agreement and as promptly as practicable; provided, that (x) no Purchaser shall be 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 or consents, approvals or waivers and (ii) no member of any Company Group shall agree to any divesture or disposal of any assets or businesses, enter into any agreement with the FTC or any interests 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 any assets or businesses), or any material change in or restriction on substantial compliance with the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses requirements of the Company HSR Act or any of other Laws, as applicable. The filing fees for the Subsidiaries), Antitrust Filings shall be borne fifty percent (ii50%) modify any of the terms of this Agreement, or the Transactions, or by Purchasers and fifty percent (iii50%) initiate or participate in any legal proceeding with respect to any such mattersby Sellers.

Antitrust Filings. (a) As promptly as is practicable Each of Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) shall make or cause to be made all filings and submissions required under the HSR Act within five (5) Business Days after receiving any request from any appropriate Governmental Entity for informationthe date hereof, documents, or other materials and applicable Antitrust Laws of Germany within five (5) Business Days after the date hereof in connection with the review consummation of the Antitrust Filings, each of Buyer Transaction (which filings and submissions shall seek early termination if made pursuant to the HSR Act and the Company equivalent, if available, with respect to any such other applicable Antitrust Laws). DI SAS shall use its reasonable best efforts deliver, or cause the delivery of all information necessary for Purchaser to comply make all filings and submissions required under the applicable Antitrust Laws of Russia as promptly as possible, but in any event within ten (10) Business Days after the date hereof. In connection with such request andthe Transaction, Purchaser and DI SAS (including, if necessary and to the extent practicable and permitted by applicable Lawtheir corporate powers, permit by causing actions of the other parties’ legal counsel to review in advance any proposed written communication to any Governmental Entity Company to the extent that such review will not result in the waiver permitted by its corporate powers) shall promptly as practicable comply with any additional requests for information, including requests for production of any applicable privilege documents and subject to appropriate confidentiality agreements. Buyer and the Company shall cooperate reasonably with the others, in connection with resolving any inquiry production of witnesses for interviews or investigation depositions by any Governmental Entity relating to the Antitrust Filings. Buyer and the Company shall promptly inform the other of any communication with, and any proposed understanding, agreement, or undertaking with any Governmental Entity relating to its Antitrust Filing. Buyer and the Company shall give the other reasonable advance notice of, and the opportunity to participate in any inquiry or investigation by, or any material meeting or conference (whether by telecommunications or in person) with, any Governmental Entity relating to the Antitrust Filings if, in the reasonable judgment of the party that is subject to the inquiry, investigation, meeting or conference, such participation by the other party is prudent and (based upon the advice of legal counsel) legally permissible. Each of Buyer and the Company hereby agrees to use its reasonable best efforts to secure termination or expiration of any waiting periods under any applicable Antitrust Laws and/or to obtain the approval of any antitrust Governmental Entity, as applicable, for the Transactions. Each of Buyer and the Company hereby agrees to promptly comply with any Request for Additional Information and Documentary Materials from the relevant Governmental Entity pursuant to any applicable Antitrust Law. In furtherance and not in limitation of the covenants of the parties contained in this Section 4.5, each of the Buyer and the Company agree to use their reasonable best efforts to contest and defend any Action, whether judicial or administrative, brought by any Governmental Entity or appeal any Order challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or the Transactions on or before the Closing DeadlineAuthorities. (b) Notwithstanding anything herein to the contrary contrary, Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) shall cooperate in this Agreementgood faith with any Governmental Authorities and Purchaser shall, nothing and shall require or be construed to require Buyer or any cause each of its AffiliatesAffiliates to, in order use its reasonable best efforts to obtain the consent or successful termination or expiration of undertake promptly any review of any Governmental Entity regarding the Transactions, and all actions (including without limitation to (i) sell or otherwise dispose of, or hold separate, separate or agree to sell or hold separateotherwise dispose of, before or after the Closing Date, any assets, businesses or any interests in any assets or businesses, categories of Buyer or any of its Affiliates or of the Company or any of the Subsidiaries (or to consent to any sale, or agreement to sell, by Buyer, the Company or any Subsidiary or by any of their respective Affiliates of any assets or businesses, or any interests in any assets or businesses), or any material change in or restriction on the operation by Buyer or any of its Affiliates of any assets or businesses (including any assets or businesses of the Company or Purchaser or their respective Affiliates, without limitation) required to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in each case, to complete the Transaction expeditiously and lawfully. (c) Purchaser and DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) each shall diligently assist and cooperate with each other in preparing and filing any and all written communications that are to be submitted to any Governmental Authorities in connection with the Transaction and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained by Purchaser or any of its Affiliates in connection with the Subsidiaries)Transaction, which assistance and cooperation shall include: (i) timely furnishing to the other Party all information concerning the other Party that counsel to the other Party reasonably determines is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval; (ii) modify promptly providing the other Party with copies of all written communications to or from any Governmental Authority relating to any Antitrust Law; provided that such copies may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with contractual arrangement or applicable Law; and provided, further, that portions of the terms of this Agreement, or the Transactions, or such copies that are competitively sensitive may be designated as “outside antitrust counsel only”; (iii) initiate keeping the other Party reasonably informed of any communication received or given in connection with any proceeding by the other Party, in each case regarding the Transaction; and (iv) permitting the other Party to review and incorporate the other Party’s reasonable comments in any communication given by it to any Governmental Authority, in each case regarding the Transaction. Neither Purchaser or its Affiliates, on one hand, nor DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers), on the other hand, shall initiate, or agree to participate in any legal proceeding meeting, telephone call or discussion with any Governmental Authority with respect to any filings, applications, investigation, or other inquiry regarding the Transaction, or as to any filings under the HSR Act or any other applicable Antitrust Laws, without giving the other Party reasonable prior notice of the meeting or discussion and, to the extent permitted by such mattersGovernmental Authority, the opportunity to attend and participate in such meeting, telephone call or discussion. Without prejudice to the other provisions of this Article 4(c), Purchaser shall, on behalf of the parties, control and lead all communications and strategy relating to obtaining all approvals, consents, waivers, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the Transaction; provided, however, that Purchaser shall consult in advance with DI SAS and in good faith take DI SAS’s views into account regarding the overall strategic direction of any such litigation or approval process, as applicable, and consult with DI SAS prior to taking any material substantive positions or submissions or entering into any negotiations concerning such approvals, as applicable. The Purchaser shall not, without the prior written consent of DI SAS, not to be unreasonably withheld taking into account the mutual intention and agreement of the Parties as set forth herein to enable all waiting periods under the HSR Act and any other applicable Antitrust Laws to expire, and to avoid or eliminate impediments under the HSR Act and any other applicable Antitrust Laws asserted by any Governmental Authority, in each case, to complete the Transaction expeditiously and lawfully, withdraw any filing or submission made in accordance with this Article 4; provided, however, that following consultation with DI SAS, the Purchaser may withdraw and refile each such filing or submission on one occasion without obtaining the consent of DI SAS. (d) If, Purchaser determines to hold separate, upon the consummation of the Transaction, any business, assets or subsidiary of the Company or any subsidiary in order to comply with any applicable Antitrust Law, including by agreeing to operate and manage such businesses, assets and/or subsidiary separate from the reminder of the Purchaser, DI SAS (including, if necessary, by causing actions of the Company to the extent permitted by its corporate powers) shall take all actions reasonably requested by the Purchaser to assist the Purchaser in (i) the identification and segregation of such business, assets or subsidiary as of the time Closing, and (ii) causing the board of directors (or other governing body) and management of the entities conducting such businesses or holding such assets to cooperate with Purchaser in effecting any matters necessary or desirable to effect and facilitate such arrangement as of the Closing.