Common use of Competition Law Filings Clause in Contracts

Competition Law Filings. Within at least [***] Business Days of its receipt of written notice from ONO with respect to the Competition Law Filings, as applicable, in connection with (i) the exercise of the ONO Option (alone or in conjunction with the exercise of any options held by ONO) pursuant to Section 2.4.3 (Option Exercise) or (ii) the Opt-Out of FATE CDCC Territory pursuant to Section 2.4.4(e) (CDCC Option), at the request of the ONO, FATE will, in consultation and cooperation with ONO, file or submit, and assist ONO with any filing, submission or notification it makes, with or to any governmental entity any Competition Law Filing necessary or advisable in connection with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the HSR Act and the appropriate governmental entity under any other applicable Competition Law. Any such Competition Law Filings made by each of ONO and FATE will be in substantial compliance with the requirements of the Competition Laws. Each of ONO and FATE will use its reasonable efforts, and cooperate with each other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to each other or each other’s counsel information and reasonable assistance as each may request in connection with the preparation of any Competition Law Filing, (b) giving the other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the other), any such Competition Law Filings to be made and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by the ONO Option or the Opt-Out of FATE CDCC Territory, as applicable, (c) permitting the other or the other’s counsel to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 13.13, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. ONO and FATE will each [***]; however, [***]. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission.

Competition Law Filings. Within Upon at least [***] 15 Business Days Days’ notice, at the request of its receipt of written notice from ONO the Holder, the Company will, in consultation and cooperation with respect to the Competition Law FilingsHolder, as applicablefile or submit, and assist the Holder with any filing, submission or notification it makes, in connection with (i) the exercise of the ONO Option this Warrant (alone or in conjunction with the exercise of any options held by ONOthe Holder) pursuant to Section 2.4.3 (Option Exercise) or (ii) the Opt-Out of FATE CDCC Territory pursuant to Section 2.4.4(e) (CDCC Option), at the request of the ONO, FATE will, in consultation and cooperation with ONO, file or submit, and assist ONO with any filing, submission or notification it makes, with or to any governmental entity any Competition Law Filing filing, report or notification necessary or advisable in connection with any antitrust, competition or merger control Law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the HSR Act (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the appropriate governmental entity under any other applicable “Competition LawLaw Filings”). Any such Competition Law Filings made by each of ONO the Holder and FATE the Company will be in substantial compliance with the requirements of the Competition Laws. Each of ONO the Holder and FATE the Company will use its reasonable best efforts, and cooperate with each other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to each other or each other’s counsel information and reasonable assistance as each may request in connection with the preparation of any Competition Law Filing, (b) giving the other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the other), any such Competition Law Filings to be made and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by the ONO Option or the Opt-Out of FATE CDCC Territory, as applicablethis Warrant, (c) permitting the other or the other’s counsel to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 13.1310, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. ONO The Company will pay any expenses associated with, and FATE will each [***]; howeverany filing fees required under the Competition Laws in connection with, [***]. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange CommissionCompetition Law Filings.

Competition Law Filings. Within at least [***] Business Days of its receipt of a written notice from ONO Xxxxxxx with respect to the Competition Law Filings, as applicable, in connection with (i) the exercise of the ONO Option (alone or in conjunction with the exercise of any options held by ONO) Filings pursuant to Section 2.4.3 (Option Exercise) or (ii) the Opt-Out of FATE CDCC Territory pursuant to Section 2.4.4(e) (CDCC Option)3.6.1, Mersana will, at the request of the ONO, FATE will, Xxxxxxx and in consultation and cooperation with ONOXxxxxxx, file or submit, and assist ONO with any filingXxxxxxx with, submission or notification it makes, with or to any governmental entity any Competition Law Filing that is necessary or advisable in connection with the U.S. Federal Trade Commission (the “FTC”) FTC and the U.S. Department of Justice (the “DOJ”) DOJ under the HSR Act and with the appropriate governmental entity Governmental Authority under any other applicable Competition Law. Any such Competition Law Filings made by each of ONO Xxxxxxx and FATE Mersana will be in substantial compliance with the requirements of the Competition Laws. Each of ONO Xxxxxxx and FATE Mersana will use its reasonable efforts, and cooperate with each other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to each other or each other’s counsel information and reasonable assistance as each may request in connection with the preparation of any Competition Law Filing, (b) giving the other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the other), any such Competition Law Filings to be made and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity Governmental Authority regarding such Competition Law Filings or the transactions contemplated by the ONO Option exercise of the Target Selection Right or the Opt-Out of FATE CDCC TerritoryTarget Substitution Right, as applicable, (c) permitting the other or the other’s counsel to participate in all material communications and meetings with any governmental entity Governmental Authority to the extent not prohibited by such governmental entity Governmental Authority and (d) subject to clauses (b) and (c) of this Section 13.133.6.2, responding as promptly as practicable to all requests of any governmental entity Governmental Authority and providing all requested information to such governmental entityGovernmental Authority. ONO Xxxxxxx and FATE Mersana will each [***]; howeverpay their own expenses and attorneys’ fees associated with any Competition Law Filings (including any response to requests for additional information), [***]. * Confidential Information, indicated by [***], has been omitted from this except Xxxxxxx will pay any filing and filed separately fees required with the Securities and Exchange Commissionrespect thereto.

Competition Law Filings. Within at least [***] Business Days At the request of its receipt of written notice from ONO the Holder, the Company will, in consultation and cooperation with respect the Holder, file or submit, and assist the Holder with any filing, submission or notification it is required to the Competition Law Filings, as applicable, make in connection with (i) the exercise of the ONO Option this Warrant (alone or in conjunction with the exercise of any options other Options held by ONOthe Holder) pursuant to Section 2.4.3 (Option Exercise) or (ii) the Opt-Out of FATE CDCC Territory pursuant to Section 2.4.4(e) (CDCC Option), at the request of the ONO, FATE will, in consultation and cooperation with ONO, file or submit, and assist ONO with any filing, submission or notification it makes, with or to any governmental entity pursuant to any Competition Law Filing necessary antitrust, competition or advisable in connection merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the appropriate governmental entity under any other applicable “Competition LawLaw Filings”). Any such Competition Law Filings made by each of ONO and FATE the Company will be in substantial compliance with the requirements of the Competition Laws. Each of ONO and FATE The Company will use its commercially reasonable efforts, and cooperate with each otherthe Holder, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to each other or each other’s counsel the Holder information and reasonable assistance as each the Holder may request in connection with the its preparation of any Competition Law Filing, (b) giving the other Holder reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the otherHolder), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by the ONO Option or the Opt-Out of FATE CDCC Territory, as applicablethis Warrant, (c) permitting the other or the other’s counsel Holder to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 13.1310, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. ONO The Company and FATE the Holder will each [***]; howeverpay their own respective expenses associated with, [***]and any filing fees required under the Competition Laws in connection with, the Competition Law Filings. * Confidential InformationNotwithstanding anything to the contrary contained herein, indicated by [***]nothing in this Agreement shall require, has been omitted from this filing and filed separately with or be construed to require, the Securities and Exchange CommissionHolder, the Company or their respective Affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests.

Competition Law Filings. Within at least [***] Business Days of its receipt of written notice from ONO with respect to the Competition Law Filings, as applicable, in connection with (i) the exercise of the ONO Option (alone or in conjunction with the exercise of any options held by ONO) pursuant to Section 2.4.3 (Option Exercise) or (ii) the Opt-Out of FATE CDCC Territory pursuant to Section 2.4.4(e) (CDCC Option), at At the request of the ONOHolder, FATE the Company will, in consultation and cooperation with ONOthe Holder, file or submit, and assist ONO the Holder with any filing, submission or notification it makes, is required to make in connection with the exercise of this Warrant with or to any governmental entity pursuant to any Competition Law Filing necessary antitrust, competition or advisable in connection merger control law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the appropriate governmental entity under any other applicable “Competition LawLaw Filings”). Any such Competition Law Filings made by each of ONO and FATE the Company will be in substantial compliance with the requirements of the Competition Laws. Each of ONO and FATE The Company will use its commercially reasonable efforts, and cooperate with each otherthe Holder, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to each other or each other’s counsel the Holder information and reasonable assistance as each the Holder may request in connection with the its preparation of any Competition Law Filing, (b) giving the other Holder reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the otherHolder), any such Competition Law Filings to be made by the Company and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by the ONO Option or the Opt-Out of FATE CDCC Territory, as applicablethis Warrant, (c) permitting the other or the other’s counsel Holder to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 13.136, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. ONO The Company and FATE the Holder will each [***]; howeverpay their own respective expenses associated with, [***]and the Company shall pay any filing fees required under the Competition Laws in connection with, the Competition Law Filings. * Confidential InformationNotwithstanding anything to the contrary contained herein, indicated by [***]nothing in this Agreement shall require, has been omitted from this filing and filed separately with or be construed to require, the Securities and Exchange CommissionHolder or its affiliates to (i) sell, hold, divest, discontinue or limit, or agree to sell, hold, divest, discontinue or limit, any of their respective assets, businesses or interests or (ii) agree to any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests.

Competition Law Filings. Within Upon at least [***] 15 Business Days Days’ notice, at the request of its receipt of written notice from ONO the Holder, the Company will, in consultation and cooperation with respect to the Competition Law FilingsHolder, as applicablefile or submit, and assist the Holder with any filing, submission or notification it makes, in connection with (i) the exercise of the ONO this Option (alone or in conjunction with the exercise of any options held by ONOthe Holder) pursuant to Section 2.4.3 (Option Exercise) or (ii) the Opt-Out of FATE CDCC Territory pursuant to Section 2.4.4(e) (CDCC Option), at the request of the ONO, FATE will, in consultation and cooperation with ONO, file or submit, and assist ONO with any filing, submission or notification it makes, with or to any governmental entity any Competition Law Filing filing, report or notification necessary or advisable in connection with any antitrust, competition or merger control Law applicable to such exercise, including the notification and report form, if any, required to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the HSR Act (such applicable Laws, collectively, “Competition Laws,” and such filings and submissions, collectively, the appropriate governmental entity under any other applicable “Competition LawLaw Filings”). Any such Competition Law Filings made by each of ONO the Holder and FATE the Company will be in substantial compliance with the requirements of the Competition Laws. Each of ONO the Holder and FATE the Company will use its reasonable best efforts, and cooperate with each other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to each other or each other’s counsel information and reasonable assistance as each may request in connection with the preparation of any Competition Law Filing, (b) giving the other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the other), any such Competition Law Filings to be made and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by the ONO Option or the Opt-Out of FATE CDCC Territory, as applicablethis Option, (c) permitting the other or the other’s counsel to participate in all communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 13.1310, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. ONO The Company will pay any expenses associated with, and FATE will each [***]; howeverany filing fees required under the Competition Laws in connection with, [***]. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange CommissionCompetition Law Filings.

Competition Law Filings. Within at least [***] Business Days of its receipt of written notice from ONO Xxxxxxx with respect to the Competition Law Filings, as applicable, in connection with (i) the exercise of the ONO a Commercial Option (alone or in conjunction with the exercise of any options held by ONO) pursuant to Section 2.4.3 (Option Exercise) 4.3 or (ii) the Opt-Out of FATE CDCC Territory pursuant to Section 2.4.4(e) (CDCC Option)[***], at the request of the ONOXxxxxxx, FATE Fate will, in consultation and cooperation with ONOXxxxxxx, file or submit, and assist ONO Xxxxxxx with any filing, submission or notification it makes, with or to any governmental entity any Competition Law Filing necessary or advisable in connection with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) under the HSR Act and the appropriate governmental entity under any other applicable Competition Law. Any such Competition Law Filings made by each of ONO Xxxxxxx and FATE Fate will be in substantial compliance with the requirements of the Competition Laws. Each of ONO Xxxxxxx and FATE Fate will use its reasonable efforts, and cooperate with each other, to obtain as promptly as practicable all approvals, authorizations, terminations of applicable periods and clearances in connection with the Competition Law Filings, including (a) cooperating and consulting with each other and furnishing to each other or each other’s counsel information and reasonable assistance as each may request in connection with the preparation of any Competition Law Filing, (b) giving the other reasonable prior notice of, and the opportunity to review and discuss in advance (including considering in good faith the views of the other), any such Competition Law Filings to be made and, to the extent reasonably practicable, of any communication with, or any responses to inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding such Competition Law Filings or the transactions contemplated by the ONO Commercial Option or the Opt-Out of FATE CDCC Territory[***], as applicable, (c) permitting the other or the other’s counsel to participate in all material communications and meetings with any governmental entity to the extent not prohibited by such governmental entity and (d) subject to clauses (b) and (c) of this Section 13.1317.12, responding as promptly as practicable to all requests of any governmental entity and providing all requested information to such governmental entity. ONO Xxxxxxx and FATE Fate will each pay their own expenses and attorneys’ fees associated with any Competition Law Filings (including any response to requests for additional information); however, Xxxxxxx will pay any filing fees required with the Competition Law Filings relating to the exercise of the Commercial Option, and Fate will pay any filing fees required with the Competition Law Filings relating to the [***]; however, [***]. * Confidential Information, indicated ] by [***], has been omitted from this filing and filed separately with the Securities and Exchange CommissionFate.