Common use of Critical Technology Matters Clause in Contracts

Critical Technology Matters. (a) To the extent (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re-categorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services. (b) If and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such capacity (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to such Investor’s investment in the Company (the “Covered Transactions”) or (ii) such Investor or the Company reasonably determines that a filing with CFIUS with respect to the Covered Transactions is advisable or required by applicable law, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its Affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested, required or advisable form in accordance with the DPA; (y) the Company and each Investor shall, and shall cause its Affiliates to, use reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Restated Certificate); and (z) the Company shall provide notice of clause (i) or (ii) to the Major Investors. For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.

Critical Technology Matters. (a) To the extent (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re-categorization recategorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors any non-U.S. Investor of such change in the categorization of its products or services. (b) If and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such capacity (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to such the Investor’s investment in the Company (the “Covered Transactions”) or (ii) such any Investor or the Company reasonably determines that a filing with CFIUS with respect to the Covered Transactions is advisable or required by applicable law, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its Affiliates affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested, required or advisable form in accordance with the DPA; and (y) the Company and each Investor shall, and shall cause its Affiliates affiliates to, use reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Restated CertificatePurchase Agreement); and (z) the Company shall provide notice of clause (i) or (ii) to the Major Investors. For the avoidance of doubt, each such (A) no Investor shall have no any obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition, and (B) each Investor shall be permitted to withhold, edit, redact and/or otherwise limit disclosure of any information, documents or materials that it determines, in its sole discretion, are unduly sensitive, related to national security and/or financial or economic sensitivity, unrelated to the Covered Transaction or otherwise unnecessary to achieve the CFIUS Satisfied Condition.

Critical Technology Matters. (a) Without the prior approval of the Company’s Board of Directors, the Company shall not engage in any activities that would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of critical technologies within the meaning of the Defense Production Act of 1950, as amended (the “DPA”). To the extent (i) that any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology technologies within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology technologies after a re-categorization of selected technologies by the U.S. government, the Company shall provide notice to all foreign stockholders of the change in the status of its products or services promptly following the earlier to occur of (i) such time as the Company’s officers have actual knowledge of such re-categorization affecting the Company’s activities and (ii) after execution a request by any stockholder to make a determination with respect to a re-categorization. In the event such a re-categorization occurs and unless otherwise approved by the Company’s Board of the Purchase AgreementDirectors, the Company engages shall use commercially reasonable efforts to minimize its engagement in any activity re-categorized activities that could would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology technologies within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services. (b) If and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such capacity (“CFIUS”) requests or requires that any Investor Purchaser (as defined in the Purchase Agreement) or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to such Investor’s investment in the Company transactions contemplated by the Purchase Agreement (the “Covered Transactions”) or (ii) such Investor or any Purchaser that is a “foreign person” within the Company reasonably meaning of Section 721 of the DPA, and all rules and regulations thereunder determines that a filing with CFIUS with respect to the Covered Transactions is advisable or required by or advisable in order to comply with applicable law, then in either case, (i) or (ii): (x) the Company and each Investor such Purchaser shall, and shall cause its Affiliates affiliates to, cooperate in all reasonable respects with the other parties hereto as is necessary to achieve the CFIUS Satisfied Condition and shall promptly file a CFIUS filing in the requested, required or advisable requested form in accordance with the DPA; and (y) the Company and each Investor such Purchaser shall, and shall cause its Affiliates affiliates to, use commercially reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in this Amendment, provided that agreement to any mitigation terms shall be at the Restated Certificate); and (z) reasonable discretion of the Company shall provide notice of clause (i) or (ii) to the Major Investors. For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Conditionaffected party.

Critical Technology Matters. (a) To the extent (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re-re- categorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services. (b) If Subject to Section 4.14 of the Purchase Agreement, if and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such capacity (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to such the Investor’s investment in the Company (the “Covered Transactions”) or (ii) such any Investor or the Company reasonably determines (based on advice of counsel) that a filing with CFIUS with respect to the Covered Transactions is advisable or required by applicable law, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its Affiliates affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested, required or advisable form in accordance with the DPA; and (y) the Company and each Investor shall, and shall cause its Affiliates affiliates to, use reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Restated CertificatePurchase Agreement); and (z) , provided that agreement to any mitigation terms shall be at the Company shall provide notice reasonable discretion of clause (i) or (ii) to the Major Investors. For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Conditionaffected Investor.

Critical Technology Matters. (a) To the extent (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re-categorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services. (b) If and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such capacity (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to such Investor’s investment in the Company (the “Covered Transactions”) or (ii) such Investor or the Company reasonably determines that a filing with CFIUS with respect to the Covered Transactions is advisable or required by applicable law, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its Affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested, required or advisable form in accordance with the DPA; (y) the Company and each Investor shall, and shall cause its Affiliates to, use reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Restated Certificatebelow); and (z) the Company shall provide notice of clause (i) or (ii) to the Major Investors. For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition. The term “CFIUS Satisfied Condition” shall be achieved when (a) the Company and the filing Investor shall have received written notice from CFIUS stating that: (i) CFIUS has concluded that the Covered Transactions do not constitute a “covered transaction” subject to review under the DPA; or (ii) the assessment, review or investigation of the Covered Transactions under the DPA has concluded, and there are no unresolved national security concerns with respect to the Covered Transactions; (b) CFIUS has sent a report to the President of the United States requesting the President’s decision with respect to the Covered Transactions and either (i) the period under the DPA subsequent to the President’s receipt of the CFIUS report during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Covered Transactions has expired without any such action being taken and without that Presidential review having been suspended or (ii) the President of the United States has announced a decision not to take any action to suspend, prohibit or place any limitations on the Covered Transactions; or (c) at the discretion of such Investor, CFIUS has provided written notice that it is not able to complete action under the DPA with respect to the Covered Transactions on the basis of a CFIUS declaration, but CFIUS has not requested that the Company and the Investor submit a CFIUS notice and has not initiated a unilateral CFIUS review. For the avoidance of doubt, such Investor shall not have any obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition.

Critical Technology Matters. (a) To the extent that, to the knowledge of the Company after due and reasonable inquiry, (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re-categorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages begins engaging in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services. (b) If and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such its capacity as a member agency (“CFIUS”) requests or requires that any Investor or the Company or an Investor file a notice or declaration with CFIUS pursuant to the DPA DPA, with respect to such an Investor’s investment in the Company (the “Covered TransactionsTransaction”) ), or (ii) such Investor or the Company reasonably determines or an Investor (each of the Investors described in (i) and (ii) a “Non-U.S. Investor”) determine in good faith that a filing with CFIUS with respect to the Covered Transactions Transaction is advisable or required by applicable law, then in either case, (i) or (ii): (x) the Company and each such Non-U.S. Investor shall, and shall cause its Affiliates any affiliates to, cooperate with the other parties hereto and shall promptly file make a CFIUS filing in the requested, required or advisable form in accordance with the DPA; and (y) the Company and each Investor the Investors shall, and shall cause its Affiliates any affiliates to, use commercially reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Purchase Agreement). In the event of a CFIUS Filing Event (as defined in the Purchase Agreement), any future provisions of the Restated Certificate); and (z) Certificate or any other agreement serving a similar purpose with respect to a future acquisition of shares by the Company Investors shall provide notice of clause (i) or (ii) not apply to any Non-U.S. Investors making filings pursuant to the Major InvestorsDPA under this Subsection 3.6(b) unless and until the CFIUS Satisfied Condition is achieved. For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition. (c) If, in connection with a CFIUS review pursuant to the DPA, any Non-U.S. Investor is requested or required by CFIUS to sell, divest, or dispose of any of the shares of the Company it then holds (the “Investor Shares”) or otherwise reduce its holdings in the Company (such CFIUS request or requirement a “Divestiture Order” and such Non-U.S. Investor a “Divesting Non-U.S. Investor”) then (i) the Divesting Non-U.S. Investor shall comply with the Divestiture Order in full and, to the extent reasonably practicable, consult with the Company regarding the Divestiture Order, (ii) the Company shall, to the extent reasonably practicable, assist the Divesting Non-U.S. Investor in connection with such Divesting Non-U.S. Investor’s compliance with the Divestiture Order, and (iii) only after the Divesting Non-U.S. Investor has determined the proposed purchaser(s) or transferee(s) (each a “Proposed Transferee”) of the Investor Shares, the Divesting Non-U.S. Investor shall deliver to the Company a written notice (the “Notice of Proposed CFIUS Transfer”) stating the aggregate number of Investor Shares proposed to be transferred to each Proposed Transferee. So long as such proposed transfer is in compliance with the Divestiture Order and all applicable securities laws, the Company agrees not to withhold any required consent and to cooperate in facilitating such transfer. Further, notwithstanding any other provision in this Agreement or any other Ancillary Agreement among the Parties, the Company agrees that all rights of the Divesting Non-U.S. Investor associated with the Investor Shares being transferred, including without limitation, registration rights, rights of first refusal and co-sale, rights to designate a director (subject to any applicable share holdings threshold in existence at the time of transfer), shall be transferable to the Proposed Transferee. (d) For the avoidance of doubt, none of the Company nor its respective affiliates and directors, officers, agents, stockholders and advisers shall be liable with respect to claims and damages that may result, directly or indirectly, after the date hereof, arising out of losses a party (other than the Company) may suffer relating to the required divestiture of that party’s Company capital stock, resulting from such party’s decision not to make a voluntary filing pursuant to the DPA in connection with the transactions contemplated by the Purchase Agreement.

Critical Technology Matters. (a) To the extent that, to the knowledge of the Company after due and reasonable inquiry: (ia) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a “critical technology technologies” within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology technologies after a re-categorization of selected technologies by the U.S. government, or (iib) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services.services and shall provide the Investors notice of such change as soon as reasonably practicable in advance of the Milestone Closing and/or any other financing or investment of a type contemplated by the DPA in the Company by the Investors or any other party (b) If and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such capacity (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to such Investor’s investment in the Company (the “Covered Transactions”) or (ii) such Investor or the Company reasonably and on the advice of legal counsel determines that a filing with CFIUS with respect to the Covered Transactions is advisable or required by or advisable to comply with applicable law, then in either case, (i) or (ii): ), (x) the Company and each Investor the applicable Investor(s) shall, and shall cause its Affiliates their respective affiliates to, cooperate with the other parties hereto and shall use reasonable best efforts to promptly file a CFIUS filing in the requested, required or advisable form in accordance with the DPADPA and promptly respond to any CFIUS request for information and/or documents with respect to such filing and/or the Covered Transactions; and (y) the Company and each Investor the applicable Investor(s) shall, and shall cause its Affiliates their respective affiliates to, use reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Restated CertificatePurchase Agreement); and . In the event of a CFIUS Filing Event neither (zA) the Company “Special Mandatory Conversion” provisions of the Restated Certificate nor (B) any future provisions of the Restated Certificate serving a similar purpose with respect to a future acquisition of shares by the Investors shall provide notice of clause (i) or (ii) apply to any Investors making filings pursuant to the Major InvestorsDPA under this Section 5.15(b)unless and until the CFIUS Satisfied Condition is achieved. For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Condition. (c) If, in connection with a CFIUS review pursuant to the DPA, any Non-U.S. Investor is requested or required by CFIUS to sell, divest, or dispose of any of the shares of the Company it then holds (the “Investor Shares”) or otherwise reduce its holdings in the Company (such CFIUS request or requirement a “Divestiture Order” and such Non-U.S. Investor a “Divesting Non-U.S. Investor”) then (i) the Divesting Non-U.S. Investor shall comply with the Divestiture Order in full and, to the extent reasonably practicable, consult with the Company regarding the Divestiture Order, (ii) the Company shall, to the extent reasonably practicable, assist the Divesting Non-U.S. Investor in connection with such Divesting Non-U.S. Investor’s compliance with the Divestiture Order, and (iii) only after the Divesting Non-U.S. Investor has determined the proposed purchaser(s) or transferee(s) (each a “Proposed Transferee”) of the Investor Shares, the Divesting Non-U.S. Investor shall deliver to the Company a written notice (the “Notice of Proposed CFIUS Transfer”) stating the aggregate number of Investor Shares proposed to be transferred to each Proposed Transferee. So long as such proposed transfer is in compliance with the Divestiture Order and all applicable securities laws, the Company agrees not to withhold any required consent and to cooperate in facilitating such transfer. Further, notwithstanding any other provision in this Agreement or any other Ancillary Agreement among the Parties, the Company agrees that all rights of the Divesting Non-U.S. Investor associated with the Investor Shares being transferred, including without limitation, registration rights, rights of first refusal and co-sale, rights to designate a director (subject to any applicable share holdings threshold in existence at the time of transfer), shall be transferable to the Proposed Transferee. (d) For the avoidance of doubt, none of the Company nor its respective affiliates and directors, officers, agents, stockholders and advisers shall be liable with respect to claims and damages that may result, directly or indirectly, after the date hereof, arising out of losses a party (other than the Company) may suffer relating to the required divestiture of that party’s Company capital stock, resulting from such party’s decision not to make a voluntary filing pursuant to the DPA in connection with the transactions contemplated by the Purchase Agreement.

Critical Technology Matters. (a) To the extent (i) any pre-existing products or services provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a re-categorization of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology within the meaning of the DPA, the Company shall promptly notify the Investors of such change in the categorization of its products or services. (b) If Subject to Section 4.16 of the Purchase Agreement, if and only if (i) the Committee on Foreign Investment in the United States or any member agency thereof acting in such capacity (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration with CFIUS pursuant to the DPA with respect to such the Investor’s investment in the Company (the “Covered Transactions”) or (ii) such Investor either Novo or Abingworth and the Company mutually and reasonably determines determine (based on advice of counsel) that a filing with CFIUS with respect to the Covered Transactions is advisable or required by applicable law, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its Affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested, required or advisable form in accordance with the DPA; and (y) the Company and each Investor shall, and shall cause its Affiliates to, use reasonable best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Restated CertificatePurchase Agreement); and (z) , provided that agreement to any mitigation terms shall be at the Company shall provide notice reasonable discretion of clause (i) or (ii) to the Major Investors. For the avoidance of doubt, each such Investor shall have no obligation to accept or take any action, condition or restriction with respect to the Covered Transactions in order to achieve the CFIUS Satisfied Conditionaffected Investor.