Common use of HSR and Equivalent Foreign Laws Clause in Contracts

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable Option Deadline Period that the exercise of any Option by GSK under this Agreement is required to be filed with the Federal Trade Commission (the "FTC") under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. §18a) ("HSR") or with equivalent foreign governmental authorities under any similar foreign law, the applicable Option Deadline Period shall be extended automatically by [***] from the original expiration of the applicable Option Deadline Period (the "Option Deadline Extension Period") in the event that: (i) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration of the Option Deadline Period; or (ii) a "Second Request" to which GSK intends to respond is received from the FTC (or equivalent foreign authority) in connection with such filing and clearance has not been granted as of the Option Deadline Period. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the Option Deadline Extension Period, Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Extension Period is required. In such event, such extension of the Option Deadline [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor if GSK can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is or will more likely than not be forthcoming. In the event that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable Option Deadline Extension Period, the applicable Option shall be deemed to have expired unexercised.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable Review Period for exercise of an Option Deadline Period for a Particular PROSENSA Collaboration Program that the exercise of any such an Option by GSK under this Agreement is required to be filed with the Federal Trade Commission (the "“FTC"”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. §18a) ("“HSR"”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the applicable Option Deadline to PROSENSA prior to the end of the Review Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental clearance by the FTC or other governmental authority, and the Review Period automatically shall be extended automatically by [***] from the original expiration of the applicable Option Deadline Period for ninety (90) Calendar Days (the "Option Deadline Extension Period") in “Review Period Extension”). If the event that: (i) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration exercise of the Option Deadline Period; does not comply with the requirements of Section 4.2 and this Section 4.8, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or (ii) other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period Extension, or if GSK receives a "“Second Request" to which GSK intends to respond is received ” from the FTC (or equivalent foreign authority) similar request for additional information from a governmental authority in connection with such filing filing, the Review Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional ninety (90) Calendar Days unless reasonably required to obtain clearance) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, and PROSENSA shall have the same rights as are set forth in Section 4.2(d) in respect of the Compounds resulting from the applicable PROSENSA Collaboration Program. If HSR or other governmental clearance has not been granted as by the end of the Option Deadline Period. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the Option Deadline Extension Periodextended Review Period Extension, Anacor PROSENSA and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Review Period Extension Period is required. In such eventreasonable under the circumstances, such extension and to discuss and consider in good faith, where appropriate, the renegotiation of their financial and other obligations under the Agreement with respect to the affected Program, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if the Program in question had not been included in the Agreement from the beginning as of the Option Deadline [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSIONEffective Date. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONNotwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or Control as of the Effective Date. Extension Period GSK shall only be effective solely responsible for all reasonable costs and expenses of either Party in connection with the mutual written approval grant of the Partiesany exclusive license to GSK hereunder (including all governmental filing or other fees, not to be withheld by Anacor if GSK can demonstrate a credible basis to believe, based on documented correspondence and any other costs and expenses) arising from the FTC (pursuing or equivalent foreign authority) that such obtaining any HSR (or similar foreign law) clearance is or will more likely than not be forthcoming. In the event that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable Option Deadline Extension Period, the applicable Option shall be deemed to have expired unexercisedapproval.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable Option Deadline Period that the exercise of any Option by GSK under this Agreement is required to be filed with the Federal Trade Commission (the "“FTC"”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. §18a) ("“HSR"”) or with equivalent foreign governmental authorities under any similar foreign law, the applicable Option Deadline Period shall be extended automatically by [***] from the original expiration of the applicable Option Deadline Period (the "“Option Deadline Extension Period"”) in the event that: (i) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration of the Option Deadline Period; or (ii) a "“Second Request" ” to which GSK intends to respond is received from the FTC (or equivalent foreign authority) in connection with such filing and clearance has not been granted as of the Option Deadline Period. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the Option Deadline Extension Period, Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Extension Period is required. In such event, such extension of the Option Deadline [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor if GSK can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is or will more likely than not be forthcoming. In the event that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable Option Deadline Extension Period, the applicable Option shall be deemed to have expired unexercised.

HSR and Equivalent Foreign Laws. If GSK Medicis reasonably determines in good faith prior to the expiration of the applicable PoC Option Deadline Period that the exercise of any its PoC Option by GSK Medicis under [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. this Agreement is required to be filed with the Federal Trade Commission (the "“FTC"”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. §18a) ("“HSR"”) or with equivalent foreign governmental authorities under any similar foreign law, the applicable PoC Option Deadline Period shall be extended automatically by [***[ * ] from the original expiration of the applicable PoC Option Deadline Period (the "“PoC Option Deadline Extension Period"”) in the event that: (ia) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration of the PoC Option Deadline Period; or (iib) a "“Second Request" ” to which GSK Medicis intends to respond is received from the FTC (or equivalent foreign authority) in connection with such filing and clearance has not been granted as of the PoC Option Deadline Period. Each Party agrees to cooperate at the request of the Party that decides in its sole discretion to respond to any such request for Information to expedite review of such transaction. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the PoC Option Deadline Extension Period, (x) Anacor and GSK Medicis shall promptly meet to discuss negotiate in good faith whether an additional extension of the PoC Option Deadline Extension Period is requiredrequired and (y) Medicis shall provide Anacor with copies of all written correspondence from the FTC (or equivalent foreign authority) within Medicis’s custody or control that relates to such HSR (or similar foreign law) clearance. In such event, such extension of the PoC Option Deadline [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor if GSK unless Anacor can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is or will more likely than not unlikely to be forthcoming. In the event that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable PoC Option Deadline Extension Period, the applicable PoC Option shall be deemed to have expired unexercised.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable Option Deadline Period that the exercise of any Option by GSK under this Agreement is required to be filed with the Federal Trade Commission (the "FTC") under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. §18a) ("HSR") or with equivalent foreign governmental authorities under any similar foreign law, the applicable Option Deadline Period shall be extended automatically by [***] from the original expiration of the applicable Option Deadline Period (the "Option Deadline Extension Period") in the event that: (i) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration of the Option Deadline Period; or (ii) a "Second Request" to which GSK intends to respond is received from the FTC (or equivalent foreign authority) in connection with such filing and clearance has not been granted as of the Option Deadline Period. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the Option Deadline Extension Period, Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Extension Period is required. In such event, such extension of the Option Deadline [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor if GSK can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is or will more likely than not be forthcoming. In the event that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable Option Deadline Extension Period, the applicable Option shall be deemed to have expired unexercised.