Common use of Antitrust Filings Clause in Contracts

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 (or its Affiliate) will file the appropriate notices under the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in any other jurisdiction (“Antitrust Filings”) within [***] after the Execution Date. The Parties shall use reasonable best efforts to seek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ Federal Trade Commission (“FTC”), 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 Authority inquiry or request of this nature; provided that neither Party will 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 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 registrations, declarations or filings from any Governmental Authority in connection with the transaction and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any 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 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 consent not to be unreasonably withheld, conditioned or delayed).

Antitrust Filings. If any applicable waiting periods and approvals are required under Antitrust Laws with respect 14.16.1. Unless Jazz notifies ImmunoGen in writing prior to the transactions contemplated under this Agreement[***] Business Day after the Signing Date that it believes that no HSR filing is necessary, then each Party (or its Affiliate) will file the appropriate notices under the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in any other jurisdiction (“Antitrust Filings”) of Jazz and ImmunoGen shall, within [***] Business Days after the Execution Signing Date. The Parties shall use reasonable best efforts to seek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, file with the United States’ States Federal Trade Commission (“FTC”), the Antitrust Division of the United States Department of Justice (“DOJ”) and any foreign governmental authority, any HSR Filing required of it under the HSR Act with respect to the subject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall cooperate with one another to the extent reasonably necessary in the preparation of any such HSR Filing. Each Party is responsible for its own costs and expenses. The Parties each agree to pay one-half of the filing fees applicable to the HSR Filings. 14.16.2. Each of Jazz and ImmunoGen hereby covenants and agrees to use its commercially reasonable efforts to secure, and not to take any action that will have the effect of delaying, impairing or impeding, the early termination or expiration of any waiting periods under the HSR Act for the transactions contemplated hereby. The Parties shall each cooperate reasonably with one another in connection with resolving any inquiry or investigation by the DOJ, FTC or governmental authorities outside the United States relating to their respective HSR Filings or the transactions contemplated hereby. Without limiting the foregoing, each Party shall (a) promptly inform the other Governmental Authority Party of any written or oral communication received from DOJ, FTC or governmental authority outside the United States relating to its HSR Filing or the transactions contemplated hereby (and if in writing, furnish the other Party with which an Antitrust Filing is made a copy of such communication); (b) respond as promptly as practicable to any request from DOJ, FTC or governmental authority outside the United States for information, documents or other materials in connection with a review of the transactions contemplated hereby; (c) provide to the other Party, and will comply promptly permit the other Party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to DOJ, FTC governmental authority outside the United States with respect to the transactions contemplated hereby; and (d) not participate in any substantive meeting or discussion with DOJ, FTC or governmental authority outside the United States in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, except as prohibited by applicable Law, gives the other Party the opportunity to attend and participate thereat. The Parties shall consult and cooperate with each other, and consider in good faith the views of one another, in connection with any reasonable FTCanalyses, DOJ appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or other Governmental Authority inquiry submitted by or request on behalf of any Party in connection with proceedings under or relating to any antitrust law, except as may be prohibited or restricted by Applicable Law. 14.16.3. Nothing in this nature; provided that neither Section 14.16 requires either Party will be required to consent to the divestiture or other disposition of any of its assets (or the assets of its Affiliates) ’ assets or to consent to any other structural or conduct remedy, and each Party and its Affiliates will have has no obligation to contest, administratively or in court, any ruling, order or other action of the FTC, DOJ, other Governmental Authority any governmental authority outside the United States or any Third Party with respect to respecting the transactions contemplated by this Agreement. GSK will (i) control the strategy for obtaining any consents, approvals of, or registrations, declarations or filings from any Governmental Authority in connection with the transaction and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any 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 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 consent not to be unreasonably withheld, conditioned or delayed).

Antitrust Filings. If any applicable waiting periods a. Without limiting the generality of the foregoing, as soon as practicable after the date hereof, but in no event later than ten (10) Business Days after the date hereof, the Purchaser and approvals are the Seller Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, file or cause to be filed all requisite documents and notifications required under Antitrust Laws with respect to the transactions contemplated under this Agreement, then each Party (or its Affiliate) will file the appropriate notices under the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in (and any other jurisdiction (“filing that may be required under any other Antitrust Filings”Law) within [***] after in connection with the Execution Datetransactions contemplated by this Agreement. The Parties shall use reasonable best efforts filing fees related to seek to obtain the expiration or early termination of the applicable waiting period any filing under the HSR ActAct and any other Antitrust Law shall be paid 50% by the Purchaser and 50% by the Seller. b. The Purchaser, on the one hand, and will keep each the Seller Parties, on the other apprised of the status of hand, shall promptly comply with or cause to be complied with any communications withrequests by any Authority, and any inquiries or including requests for additional information fromconcerning the transactions contemplated by this Agreement, promptly inform the United States’ Federal Trade Commission (“FTC”)other of any communication from any Authority regarding the transactions contemplated by this Agreement, and consult and cooperate with one another, and consider in good faith the Antitrust Division views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted by either of them in connection with any investigation by any Authority of the United States Department transactions contemplated by this Agreement or Claim relating thereto. Without limiting the generality of Justice (“DOJ”) and any other Governmental Authority with which an Antitrust Filing is made and will comply promptly with any reasonable FTCthe foregoing, DOJ or other Governmental Authority inquiry or request of this nature; provided that neither each Party will be required to consent shall provide to the divestiture or other disposition of any of its assets (or the assets other’s respective advisors) upon request copies of its Affiliates) or to consent to any other structural or conduct remedy, and each all correspondence between such 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 relating to the transactions contemplated by this Agreement. GSK will (i) control the strategy for obtaining The Parties may, as they deem advisable and necessary, designate any consents, approvals of, or registrations, declarations or filings from any Governmental Authority in connection with the transaction and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby. [***]. Each of the Parties hereto will furnish competitively sensitive materials provided to the other such necessary information and reasonable assistance under this Section 5.7 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 this Agreement. Such information can be shared on an “outside counsel basis or subject only.” Such materials and the information contained therein shall be given only to other restrictions to the extent deemed necessary or advisable by outside 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 recipient and shall not be disclosed by such outside counsel to participate in material substantive meetings (whether by telephone employees, officers, or in person) with directors of 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 recipient without the prior advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with an Authority regarding the transactions contemplated by this Agreement shall include Representatives of all Parties. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such consent not Party and any Authority relating to be unreasonably withheldthe transactions contemplated by this Agreement. c. The Purchaser, conditioned on the one hand, and the Seller Parties, on the other hand, each agree to use reasonable best efforts to obtain the approval (including the expiration or delayedtermination of any applicable waiting period) or waiver of any Authority with jurisdiction with respect to any applicable Antitrust Law regarding the transactions contemplated by this Agreement. If any Claim is instituted (or threatened) challenging the transactions contemplated by this Agreement as violating any Antitrust Law in a manner that would make the transactions contemplated by this Agreement illegal or otherwise delay or prohibit the consummation of the Closing, the Purchaser, the Seller Parties, and the Company each agree to use reasonable best efforts to contest and defend any such Claim to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or terminated, any Order that prohibits, prevents, or restricts consummation of the Closing. Notwithstanding anything to the contrary contained in this Agreement, neither the Purchaser nor any Affiliate of the Purchaser, will have any obligation under this Agreement to (i) dispose or transfer or cause any of its Affiliates to dispose of or transfer any assets, or to commit to cause the Company or any of its Affiliates to dispose of any assets, (ii) discontinue or cause any of its Affiliates to discontinue offering any product or service, or commit to cause the Company or any of its Affiliates to discontinue offering any product or service, (iii) license or otherwise make available, or cause any of its Affiliates to license or otherwise make available, to any Person, any technology, software or other Intellectual Property, or commit to cause the Company or any of its Affiliates to license or otherwise make available to any Person any technology, software or other Intellectual Property, (iv) hold separate or cause any of its Affiliates to hold separate any assets or operations (either before or after the Closing Date), or commit to cause the Company or any of its Affiliates to hold separate any assets or operations, or (v) make or cause any of its Affiliates to make any commitment (to any Authority or otherwise) regarding its future operations or the future operations of the Company or any of its Affiliates.

Antitrust Filings. If any applicable waiting periods (a) Without limiting the obligations of the parties under Section 8.01(b) and approvals are required under Antitrust Laws with respect Section 8.02(b), each party hereto agrees to the transactions contemplated under this Agreement, then each Party use commercially reasonable efforts to: (or its Affiliatei) will file the make an appropriate notices under filing pursuant to the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in any other jurisdiction (“Antitrust Filings”) within [***] after the Execution Date. The Parties shall use reasonable best efforts to seek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ Federal Trade Commission (“FTC”), 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 Authority inquiry or request of this nature; provided that neither Party will 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 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 AgreementAgreement within three (3) Business Days after the date hereof; (ii) make an appropriate filing pursuant to any legal requirements of any foreign Governmental Authority having jurisdiction over antitrust or competition matters with respect to the transaction contemplated by this Agreement as soon as practicable after the date hereof; and (iii) supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act or any legal requirements of any foreign Governmental Authority. GSK will (i) control the strategy for obtaining any consentsAll analyses, approvals ofappearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or registrations, declarations or filings from on behalf of either party before any Governmental Authority in connection with or the transaction and (ii) coordinate the overall development staff or regulators of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority Authority, in connection with the transactions contemplated hereby. [***]. Each by this Agreement (but, for the avoidance of doubt, not including: (x) any interactions between the Parties hereto will furnish Sellers or the Company or any of its Subsidiaries with Governmental Authorities in the ordinary course of business; (y) any disclosure which is not permitted by Law; or (z) any disclosure containing confidential information) shall be disclosed to the other such necessary information party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and reasonable assistance as cooperate with one another, and consider in good faith the other may request views of one another, in connection with the preparation of any required filings or submissions such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and will cooperate in responding proposals. Each party shall give notice 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 parties with respect to this Agreement. Such information can be shared on an outside counsel basis any meeting, discussion, appearance or subject contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other restrictions parties with the opportunity to the extent deemed necessary attend and participate in such meeting, discussion, appearance 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 contact. (b) None of the other Party to participate in material substantive meetings (whether by telephone Sellers will extend any waiting period 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 comparable period under the HSR Act without or any similar foreign legal requirements or enter into any agreement with any Governmental Authority not to consummate the transaction contemplated by this Agreement, except with the prior written consent of the Buyer. Nothing in this Agreement shall (i) require the Buyer to, or permit the Sellers to, (A) propose or accept the sale, divestiture, disposition or holding separate of any assets or businesses of itself or any of its Affiliates (or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of its businesses, product lines, or assets or those of its Affiliates) in order to avoid the entry of or to effect the dissolution of any injunction or other order (such whether temporary, preliminary or permanent), which would otherwise have the effect of preventing or delaying the consummation of the transaction contemplated by this Agreement, or (B) propose or accept the impositions of conditions that are reasonably likely to have a material and adverse impact on the business of the Buyer or the Company and its Subsidiaries following the Closing; or (ii) require the Buyer to (A) expend money to a third party in exchange for any consent not of any Governmental Authority, or (B) initiate or defend any Litigation relating to be unreasonably withheld, conditioned or delayed)the transactions contemplated by this Agreement.

Antitrust Filings. If The parties shall cooperate in the timely preparation and submission of any necessary Antitrust Filings, and each shall request early termination of any applicable waiting periods period(s) relating to the Antitrust Filings. Each of the Company and approvals are the Purchaser shall promptly supply the other with any information that may be required under in order to effectuate or obtain any applicable consents in connection with all required Antitrust Laws Filings. Except where prohibited by applicable laws, and subject to the confidentiality obligations in the Collaboration Agreement and any joint defense agreement entered into between the parties, each of the Company and the Purchaser (and their respective Affiliates), in order to comply with any applicable antitrust or competition laws and regulations or obtain any applicable consents in connection with all required Antitrust Filings, shall (A) consult with the other prior to taking a position with respect to any Antitrust Filings or applicable antitrust or competition laws and regulations, (B) to the transactions contemplated under this Agreementextent reasonably required to permit appropriate coordination of efforts, then each Party permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions, and proposals before making or submitting any of the foregoing to any Governmental Authority, (C) coordinate with the other in preparing and exchanging such information, (D) promptly provide the other (and their counsel) with copies of presentations or its Affiliateother advocacy submissions (and a summary of any oral presentations) made by such party to any Governmental Authority, and (E) promptly provide the other (and their counsel) with advance notice of, and an opportunity to attend as an observer (to the extent permitted by the applicable Governmental Authority), any meeting with any Governmental Authority in connection with the consummation of the private placement pursuant to the Company Participation Right. Each of the Company and the Purchaser (and their respective Affiliates) will file notify the appropriate notices under other promptly upon the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in receipt of (x) any other jurisdiction (“Antitrust Filings”) within [***] after the Execution Date. The Parties shall use reasonable best efforts to seek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ Federal Trade Commission (“FTC”), 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 Authority inquiry or request of this nature; provided that neither Party will 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 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 registrations, declarations or filings comments from any Governmental Authority in connection with the transaction and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any 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 Antitrust Filings made pursuant to this Agreement. Such , and (y) any request by any Governmental Authority for amendments or supplements to any Antitrust Filings made pursuant to, or for information can be shared on an outside counsel basis provided to comply in all material respects with, any applicable antitrust or subject to other restrictions to the extent deemed necessary or advisable by counsel for the disclosing Party. To the extent practicable competition laws 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 consent not to be unreasonably withheld, conditioned or delayed)regulations.

Antitrust Filings. If any applicable waiting periods and approvals are required under Antitrust Laws with respect 2.15.1 As soon as is reasonably practicable following the date that Gilead Opts-In to the transactions a Target as contemplated under this AgreementSection 2.7 (each, then each Party (or its Affiliatea “Target Selection” and such date, the “Target Selection Date”) will file the appropriate notices under the HSR Act or similar notices or filings under ‑110‑ Applicable Laws and in any other jurisdiction (“Antitrust Filings”) event within [***] after of such Target Selection Date, each of Tango and Gilead shall prepare and submit any required (as reasonably determined by Gilead) filings, notices, applications or other submissions under Antitrust Law (“Antitrust Filings”), including any required filings under the Execution DateUnited States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and the rules promulgated thereunder, with respect to such Target Selection. The In connection with any such Antitrust Filings, the Parties shall use reasonable best efforts furnish promptly to seek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ States Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) and any other Governmental Authority 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 which an Antitrust Filing is made respect to such Target Selection, and will comply promptly otherwise cooperate with each other in the governmental antitrust clearance process. [***] in connection with any reasonable FTC, DOJ or other Governmental Authority inquiry or request of filings under this nature; provided that neither Party will 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 remedySection 2.15, and each Party shall bear their respective attorneys’ fees and its Affiliates will have no obligation other expenses in connection therewith. 2.15.2 Solely to contest, administratively or in court, any ruling, order the extent that a filing pursuant to the HSR Act or other action Antitrust Laws is required in connection with a given Target Selection, Gilead’s rights and obligations hereunder in connection with such Target Selection (including any 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 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 divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the FTC or DOJ or any other governmental authority (e.g., a “Request for Additional Information and Documentary Materials,” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the 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 Filings are made within [***] of the applicable Target Selection Date and additional time is reasonably required to respond to requests from FTC, DOJ, other Governmental Authority or any Third other applicable governmental authority in response to such Antitrust Filings. 2.15.4 If the Target Selection Effective Date for any Target Selection does not occur on or before the 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) 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 Outside Date, then the Research Term will be extended for an additional [***] in order to allow Gilead to make an alternative Target Selection from among the Reserved Targets, in its discretion. 2.15.5 Prior to initiating any additional research, development, manufacturing or 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 transactions contemplated by this Agreement. GSK will (i) control the strategy for obtaining any consents, approvals of, or registrations, declarations or filings from any Governmental Authority in connection with the transaction and (ii) coordinate the overall development of the positions to be taken applicable Target and the regulatory actions Parties will enter into an amendment to be requested in this Agreement or another agreement providing for such financial terms and any filing or submission other mutually agreed terms applicable to such activities by the Exploiting Party with a Governmental Authority in connection respect to such Target, including any such terms necessary to comply with Antitrust Laws. In the transactions contemplated hereby. event that the Parties are unable to reach such agreement within [***]. Each of , 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 Parties hereto will furnish aggregate, be more favorable 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 Party than that which the other Party of would have been entitled to receive under this Agreement if such inquiry, consulting in advance before making any presentations Target were a Gilead Target (if Gilead is the Exploiting Party) or submissions to a Tango Financial Target (if Tango is 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 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 Exploiting 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 consent not to be unreasonably withheld, conditioned or delayed).

Antitrust Filings. If (a) Each Party shall use its best reasonable efforts to: (i) as promptly as practicable following the date hereof (but in no event later than 10 (ten) Business Days following the date hereof), take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates under any applicable waiting periods and approvals are required under Antitrust Laws in connection with the Stock Purchase Agreement and the transactions contemplated hereby (the “Antitrust Filings”); (ii) obtain the required consents and unconditional clearance from COFECE and, to the extent applicable, any other authorities, as promptly as practicable, and in any event prior to the End Date; (iii) comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from COFECE; and (iv) as promptly as practicable, take all actions necessary to file or cause to be filed before the IFETEL the filings and/or notices required of it or any of its Affiliates under applicable Law. (b) Each Party shall use its best reasonable efforts to (i) consult and cooperate with each other and consider in good faith the views of the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Antitrust Laws; (ii) promptly notify the other Party of any material written communication made to or received by it from COFECE or IFETEL and, to the extent applicable, any other authorities, regarding any of the transactions contemplated hereby and, subject to applicable Law permit the other Party to review in advance any proposed written communication to COFECE or IFETEL and, to the extent applicable, any other authorities, and incorporate the other Party’s comments; and (iii) consult with the other Party in advance of any material meeting or teleconference with any Governmental Entity and, to the extent not prohibited by the Governmental Entity, give the other Party the opportunity to attend and participate in such meetings or teleconferences. (c) The Purchaser and/or its counsel shall lead the Parties’ efforts in obtaining the approval from COFECE, being responsible for (i) leading any interaction with COFECE (in the understanding that all Parties and/or their counsels will be invited to any meeting with COFECE), and (ii) submitting any and all documents and/or information to COFECE. (d) Primary Purchaser shall be responsible for the payment of all filing fees (except for fees of the Sellers’ legal counsel) in connection with the Antitrust Filings under the Antitrust Laws. (e) Notwithstanding anything to the contrary in this Amendment Agreement, the Parties acknowledge that (i) the Parties and/or their Affiliates shall not be required to accept any conditions imposed on them by COFECE or any other authority, and (ii) the Parties and/or their Affiliates’ obligations hereunder shall be limited to best reasonable efforts and in no event will any of the Parties and/or their Affiliates have any liability to the other Parties and/or their Affiliates with respect to the transactions contemplated under this Agreement, then each Party (or its Affiliate) will file outcome of the appropriate notices under the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in any other jurisdiction (“Antitrust Filings”) within [***] after the Execution Date. The Parties shall use reasonable best efforts to seek to obtain the expiration or early termination of the applicable waiting period under the HSR Act, and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the United States’ Federal Trade Commission (“FTC”), 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 Authority inquiry or request of this nature; provided that neither Party will 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 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 registrations, declarations or filings from any Governmental Authority in connection with the transaction and (ii) coordinate the overall development of the positions to be taken and the regulatory actions to be requested in any 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 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 consent not to be unreasonably withheld, conditioned or delayed).

Antitrust Filings. If any applicable waiting periods (a) Subject to the terms and approvals are required under Antitrust Laws conditions of this Agreement, the Parties shall use all commercially reasonable efforts to (i) file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated under this Agreement, then each Party hereby within fourteen (or its Affiliate14) will file days after the appropriate notices under date hereof; (ii) supply as promptly as practicable any additional information and documentary material that may thereafter be requested pursuant to the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in any other jurisdiction Act; and (“Antitrust Filings”iii) within [***] after the Execution Date. The Parties shall use reasonable best efforts to seek to obtain cause 27 Asset Purchase Agreement the expiration or early termination of the applicable waiting period periods under the HSR ActAct as soon as practicable. (b) In connection with the efforts referenced in Section 7.4(a), and will keep each of the Parties shall use all commercially reasonable efforts to (i) cooperate with each other apprised of in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) keep the status other Parties informed in all material respects of any communications with, and any inquiries or requests for additional information material communication received by such Party from, or given by such Party to, the United States’ Federal Trade Commission (“the "FTC”"), the Antitrust Division of the United States Department of Justice (“the "DOJ”") and or any other Governmental Authority with which an Antitrust Filing is made and will comply promptly of any material communication received or given in connection with any reasonable FTCproceeding by a private party, DOJ or in each case regarding any of the transactions contemplated hereby and (iii) permit the other Governmental Authority inquiry or request of this nature; provided that neither Party will be required Parties to consent review any material communication given to the divestiture or it by, and consult with each other disposition in advance of any of its assets (meeting or the assets of its Affiliates) or to consent to any other structural or conduct remedyconference with, 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, the DOJ or any other Governmental Authority or in connection with any Third Party proceeding by a private party. Each of the Parties shall coordinate and cooperate fully with the other Parties in exchanging such information and providing such assistance as such other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act. (c) If any objections are asserted with respect to the transactions contemplated hereby or if any suit is instituted by this Agreement. GSK will (i) control the strategy for obtaining any consents, approvals of, or registrations, declarations or filings from any Governmental Authority in connection with the transaction and (ii) coordinate the overall development or any private party challenging any of the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby. [***]. Each hereby as violative of the HSR Act, each of the Parties hereto will furnish shall use all commercially reasonable efforts to resolve such objections or challenge as such Governmental Authority or private party may have to such transactions, including to vacate, lift, reverse or overturn any Order, whether temporary, preliminary or permanent, so as to permit consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Notwithstanding anything in this Section 7.4 to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of contrary, Buyer shall not be required to take any required filings action or submissions and will cooperate in responding to agree 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 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 modification of the other Party terms of this Agreement or any Ancillary Agreement in order to participate in material substantive meetings (whether by telephone cause the expiration or in person) with termination of the FTC or DOJ. Neither Party shall commit to or agree with the FTC or DOJ to withdraw its filing and refile waiting periods under the HSR Act without or to resolve any objection or challenge of any Governmental Authority or a private party if the prior written consent Buyer determines in its good faith judgment that the effect of such action or modification would be to cause a Material Adverse Effect to Buyer or the EMG Business or to impair materially the value to the Buyer of the other (such consent not to be unreasonably withheld, conditioned or delayed)EMG Business.

Antitrust Filings. If any applicable waiting periods (a) Upon the terms and approvals are required under Antitrust Laws with respect subject to the transactions contemplated under conditions set forth in this Agreement, then each Party (or its Affiliate) will file of the appropriate notices under the HSR Act or similar notices or filings under ‑110‑ Applicable Laws in any other jurisdiction (“Antitrust Filings”) within [***] after the Execution Date. The Parties shall parties agrees to use reasonable best efforts to seek take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to the other party’s obligation to close set forth in Article VIII to be satisfied as promptly as practicable and (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an Action or proceeding by, any Governmental Authority. (b) In connection with and without limiting the expiration or early termination foregoing, each of the applicable waiting period under Purchaser, the HSR ActSeller and the Company shall cooperate and use reasonable best efforts to (i) make, as promptly as practicable, all necessary filings, and will keep each thereafter make any other apprised required submissions and obtain, as promptly as practicable, from any Governmental Authority any authorizations, exemptions, certificates, registrations, clearances, consents, Orders, approvals, permits or licenses that are required under any applicable Law to be obtained or made by the Seller, any member of the status Company Group or the Purchaser, as the case may be, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and (ii) respond as promptly as practicable to any requests for information under any applicable Law. The Parties agree that it is the Purchaser’s sole right to devise and control the strategy for filings, notifications, submissions and communications with or to any Governmental Authority; provided, however, that the Purchaser shall consider in good faith the views of the Seller and the Company. Except to the extent prohibited by applicable Law or Governmental Authority, the Purchaser, the Seller and the Company shall cooperate in the preparation of and provide to the other in advance, any analyses, appearances, presentations, filings, submissions, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto pursuant to this Section 7.1(b) or any correspondence or communications withbetween the Purchaser, the Seller, the Company or any of their Representatives, on the one hand, and any inquiries Governmental Authority, on the other hand in connection with any filings or requests for additional information fromsubmissions made pursuant to this Section 7.1(b) and if requested, accept reasonable additions, deletions or changes suggested by the other party in connection therewith; provided, however, that any correspondence or communications provided to the other party pursuant to this sentence, may be redacted (A) to remove references concerning the valuation of the Purchaser, Seller or the Company Group, (B) as necessary to comply with contractual arrangements, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, in connection with proceedings under or relating to any applicable Law; provided, further, that each of the Purchaser, the United States’ Federal Trade Commission Seller and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.1(b) as “Outside Counsel Only Material” which such material and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (“FTC”)the Purchaser on the one hand or the Seller or the Company on the other) or its legal counsel. (c) None of the parties to this Agreement shall agree to participate in or attend any meeting, (whether in person, via telephone or otherwise) or discussion with any Governmental Authority in respect of the Transactions, Action (including the settlement of any Action) or other inquiry unless it offers, in the case of the Purchaser, the Antitrust Division Sellers and the Company, and in the case of the United States Department of Justice (“DOJ”) Sellers and any other the Company, the Purchaser, in advance and subject to the extent permitted by applicable Law or Governmental Authority the opportunity to attend and participate at such meeting or discussion. (d) In connection with which an Antitrust Filing is made and will comply without limiting the foregoing, the Seller and the Purchaser shall duly file as promptly with any reasonable FTC, DOJ or other Governmental Authority inquiry or request as practicable following the date of this nature; provided that neither Party will be required to consent to Agreement and in any event within ten (10) Business Days after the divestiture or other disposition date of any of its assets (or this Agreement, the assets of its Affiliates) or to consent to any other 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 HSR Filings with respect to the transactions contemplated by this Agreement. GSK will (i) control the strategy for obtaining any consents, approvals of, or registrations, declarations or filings from any Governmental Authority in connection Agreement with the transaction U.S. Federal Trade Commission and (ii) coordinate the overall development Antitrust Division of the positions Department of Justice and, as promptly as practicable after the date of this Agreement, any similar filings in other jurisdictions that counsel for the Purchaser deems necessary or advisable under applicable Antitrust Laws. The HSR Filings shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder (including in response to a request for additional information or documentary materials pursuant to 15 U.S.C. Section 18a(e)(1)). The Purchaser agrees to not extend any waiting period or agree to re-file under the HSR Act (except with the prior written consent of the Seller, which consent shall not be taken unreasonably withheld, conditioned or delayed). Each party shall use reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, and to keep the regulatory actions other party reasonably informed with respect to be requested in any filing the status of each clearance, approval or submission with waiver sought from a Governmental Authority in connection with the transactions contemplated hereby. [***]. Each of by this Agreement and the Parties hereto will furnish material communications between such party and such Governmental Authority; provided, however, that any information provided to the other such party pursuant to this sentence, may be redacted (A) to remove references concerning the valuation of the Purchaser, Seller or the Company Group, (B) as necessary information to comply with contractual arrangements, and (C) as necessary to address reasonable assistance as the attorney-client or other may request privilege or confidentiality concerns, in connection with proceedings under or relating to any applicable Law; provided, further, that each of the preparation Purchaser, the Seller and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 7.1(b) as “Outside Counsel Only Material” which such material and the information contained therein shall be given only to the outside counsel of any required filings or submissions the recipient and will cooperate not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in responding to any inquiry advance from the FTC source of the materials (the Purchaser on the one hand or DOJ the Seller or the Company on the other) or its legal counsel. In connection with and without limiting the foregoing, the Purchaser shall take, or cause to any requests for additional information at be taken, all actions necessary to effect the earliest practicable dateTransactions prior to the Outside Date, including promptly informing the other Party of taking all such inquiry, consulting in advance before making action as may be necessary to resolve 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 objections asserted with respect to this Agreement. Such information can the Transactions under any Law or by any Governmental Authority and resolve or eliminate all such objections, including (i) using reasonable best efforts to contest any Action that may be shared on an outside counsel basis instituted (or subject threatened to other restrictions be instituted) challenging the Transactions, unless, by mutual agreement, the Seller and the Purchaser mutually decide that litigation is not in their respective best interests; and (ii) to the extent deemed necessary to obtain the waiver or advisable by counsel consent from any Governmental Authority required to satisfy the conditions set forth in Section 8.1(a) or Section 8.1(b), (A) proffering and consenting and agreeing to an Order or other agreement providing for the disclosing Party. To sale, licensing or other disposition, or the extent practicable and as permitted by the FTC holding separate of, or DOJother limitations or restrictions on, each Party hereto shall permit representatives particular assets, categories of assets or lines of business of the other Party Company Group or the Purchaser or any of its Subsidiaries, and (B) otherwise offering to participate in material substantive meetings take or offer to commit to take any action which it is capable of taking and, if the offer is accepted, promptly taking or committing to take such action as may be necessary to permit the lawful consummation of the Transactions prior to the Outside Date; provided, however, (whether by telephone X) the Purchaser shall not be required to propose, negotiate, commit to, effect or agree to any action that individually or in personthe aggregate would have a Company Material Adverse Effect; and (Y) with the FTC or DOJPurchaser shall not be required to take any actions unless the effectiveness thereof is conditioned on the occurrence of the Closing. Neither Party The Purchaser and the Company shall commit to not (x) extend any waiting period or agree with the FTC or DOJ to withdraw its filing and refile re-file under the HSR Act without (except with the prior written consent of the other (such party hereto, which consent shall not to be unreasonably withheld, conditioned or delayed)) or (y) enter into any agreement with any Governmental Authority agreeing not to consummate the Transactions. (e) Neither the Company nor Purchaser shall take any action, including acquiring any asset, property, business or Person (by way of merger, consolidation, share exchange, investment, other business combination, asset, stock or equity purchase, or otherwise) that could reasonably be expected to adversely affect obtaining or making any authorizations, exemptions, certificates, registrations, clearances, consents, Orders, approvals, permits or licenses contemplated by this Section 7.1 or the timely receipt thereof.