Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. Each of Vertex and CRISPR agrees to prepare and make appropriate filings under HSR and other antitrust requirements in the Territory relating to this Agreement and the transactions contemplated hereby, as soon as reasonably practicable after the Amendment Date (but no later than [***] Business Days after the Amendment Date), and the filing fees associated with such filings will be borne by Vertex. Each Party will otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (“FTC”), the Antitrust Division of the Department of Justice (“DOJ”) and any other applicable agency or authority in the Territory, any information reasonably requested by them in connection with such filings. With respect to the HSR and other filings made pursuant to this Section 2.1, each of Vertex and CRISPR shall, to the extent practicable: (a) promptly notify the other Party of any material communication to that Party from the FTC, the DOJ, or any other agency or authority and, subject to Applicable Laws, discuss with and permit the other Party to review in advance any proposed written communication to any of the foregoing; (b) not agree to participate in any substantive meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such agency or authority, give the other Party the opportunity to attend and participate thereat; and (c) furnish the other Party with copies of all correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this Agreement.

Antitrust Filings. (a) Each of Vertex Five Prime and CRISPR BMS agrees to prepare and make appropriate filings under HSR the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”), and other antitrust requirements in the Territory relating to this Agreement and the transactions contemplated hereby, hereby as soon as reasonably practicable after the Amendment Execution Date (but no later than [***] Business Days * after the Amendment Execution Date), and BMS shall bear the filing fees associated with such filings will be borne by Vertex. Each any HSR filing, but each Party will shall otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (“FTC”), the Antitrust Division of the Department of Justice (“DOJ”) and any other applicable agency or authority in the Territoryauthority, any information reasonably requested by them in connection with such filings. With respect to the HSR and other filings made pursuant to this Section 2.113.18(a), each of Vertex Five Prime and CRISPR BMS shall, to the extent practicable: (ai) promptly notify the other Party of any material communication to that Party from the FTC, the DOJ, or any other agency or authority and, subject to Applicable Laws, discuss with and permit the other Party to review in advance any proposed written communication to any of the foregoing; (bii) not agree to participate in any substantive meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such the FTC, the DOJ or any other agency or authority, give the other Party the opportunity to attend and participate thereat; and (ciii) furnish the other Party with copies of all correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this Agreement.

Antitrust Filings. (a) Each of Vertex Atara and CRISPR Partner agrees to prepare and make appropriate filings under HSR the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”), and other antitrust requirements in the Territory relating to this Agreement and the transactions contemplated hereby, hereby as soon as reasonably practicable after the Amendment Execution Date (but no later than [***] Business Days after the Amendment Date]), and the filing fees associated with such filings will be borne by Vertex. Each but each Party will shall otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (“FTC”), the Antitrust Division of the Department of Justice (“DOJ”) and any other applicable agency or authority in the Territoryauthority, any information reasonably requested by them in connection with such filings. Each of the Parties agrees to use reasonable best efforts to 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 satisfy the Antitrust Conditions as promptly as practicable. With respect to the HSR filings and other filings made pursuant to this Section 2.116.1(a), each of Vertex Atara and CRISPR shallPartner shall coordinate and cooperate in good faith. In furtherance of the foregoing, to the extent practicableeach Party agrees to: (ai) promptly notify the other Party of any material non-ministerial communication to that Party from with the FTC, the DOJ, or any other agency or authority and, subject to Applicable Lawsapplicable Law, discuss with and permit the other Party to review in advance and comment on (and such Party will consider any comments in good faith) any proposed written non-ministerial communication to any of the foregoing; (bii) not agree to participate in any substantive non-ministerial meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such the FTC, the DOJ or any other agency or authority, give the other Party the opportunity to attend and participate thereat; and (ciii) promptly furnish the other Party with copies of all non-ministerial correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this Agreement; provided, however, that materials provided pursuant to the foregoing clauses (i) to (iii) may be redacted (A) to remove references concerning the valuation of the Parties or their respective Affiliates, (B) as necessary to comply with contractual arrangements and, (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 16.1 as “Outside Counsel Only Material” which such material and the information contained therein shall be given only to the outside antitrust 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. Neither Party shall withdraw its HSR filing, or agree with the FTC or DOJ to extend the period prohibiting consummation of the transactions contemplated by this Agreement, without the consent of the other Party, which will not unreasonably be withheld, conditioned or delayed.