Common use of Competition Filings Clause in Contracts

Competition Filings. (a) If required pursuant to Law, each of BioMarin and Merck Serono shall file or cause to be filed, as soon as practicable, and in any event no later than [*] Business Days following the Agreement Date, any notifications or filing required by any applicable competition Law in the Territory. Thereafter, each of BioMarin and Merck Serono shall use commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation and to cause the waiting periods under the any applicable competition Law to terminate or expire at the earliest possible date after the date of filing. (b) In connection with the foregoing, BioMarin shall have the right to review and approve in advance all characterizations of the information relating to BioMarin and its Affiliates; Merck Serono shall have the right to review and approve in advance all characterizations of the information relating to Merck Serono and its Affiliates; and each of BioMarin and Merck Serono shall have the right to review and (as practicable) approve in advance all characterizations of the information relating to the transactions contemplated hereby, in each case, that appear in any material filing made in connection with Section 6.03(a). BioMarin and Merck Serono may, as each deems reasonably advisable and necessary, designate any competitively sensitive information provided to the other under this Section 6.03 as “outside counsel only.” Such information shall be given only to outside counsel of the recipient. In addition, BioMarin and Merck Serono may redact any information from such documents shared with the other Party or its counsel that is not pertinent to the subject matter of the filing or submission. (c) All filing fees under any applicable competition Law shall be borne one-half by BioMarin, on the one hand, and one-half by Merck Serono, on the other hand. All expenses (including legal fees and expenses) in preparing such filings and complying with any request for additional information or documentary material from any applicable Governmental Body, shall be borne by the Party incurring such expenses.