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 period for exercise of an Option for a particular Dynavax Program (the “Option Deadline Period”) that the exercise of such Option 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 Option to Dynavax prior to the end of the Option Deadline 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 Option Deadline Period automatically shall be extended for [ * ] (the “Option Deadline Extension Period”). If the exercise of the Option does not comply with the requirements of Section 4.1 and this Section 4.1.5, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or 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 Option Deadline Extension Period, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Option Deadline Extension Period shall be extended for an additional period of time (not to exceed an additional [ * ]) 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 Dynavax shall have the same rights as are set forth in Section 4.1.4 in respect of the Compounds resulting from the applicable Dynavax Program. If HSR or other governmental clearance has not been granted by the end of the extended Option Deadline Extension Period, Dynavax and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Extension Period is reasonable under the circumstances, and to discuss and consider in good faith, where appropriate, the [ * ], with the objective of placing each Party[ * ] if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets or to take action (beyond cooperation with the other Party) to respond to any Second Request.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable period for exercise of an Option for a particular Dynavax Program (the “Option Deadline Period”) Period that the exercise of such 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, GSK the applicable Option Deadline Period shall provide written notice of exercise be extended automatically by [***] from the original expiration of the applicable Option to Dynavax prior to Deadline Period (the end "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 notice shall include GSK’s binding commitment GSK intends to complete the exercise of the Option, subject only to HSR or other governmental clearance by respond is received from the FTC (or other governmental equivalent foreign authority, ) in connection with such filing and clearance has not been granted as of the Option Deadline Period automatically shall be extended for [ * ] Period. In the event that HSR (the “Option Deadline Extension Period”). If the exercise or similar foreign law) clearance has still not been granted as of the Option does not comply with the requirements expiration of Section 4.1 and this Section 4.1.5, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or 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 Option Deadline Extension Period, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Option Deadline Extension Period shall be extended for an additional period of time (not to exceed an additional [ * ]) 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 Dynavax shall have the same rights as are set forth in Section 4.1.4 in respect of the Compounds resulting from the applicable Dynavax Program. If HSR or other governmental clearance has not been granted by the end of the extended Option Deadline Extension Period, Dynavax Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Extension Period is reasonable under required. In such event, such extension of the circumstancesOption 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, and not to discuss and consider in good faithbe withheld by Anacor if GSK can demonstrate a credible basis to believe, where appropriatebased 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 [ * ], with the objective of placing each Party[ * ] if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement applicable Option shall require either Party be deemed to divest any assets or to take action (beyond cooperation with the other Party) to respond to any Second Requesthave expired unexercised.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable period Review Period for exercise of an Option for a particular Dynavax Particular PROSENSA Collaboration Program (the “Option Deadline Period”) that the exercise of such an Option 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 Option to Dynavax PROSENSA prior to the end of the Option Deadline 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 Option Deadline Review Period automatically shall be extended for [ * ] ninety (90) Calendar Days (the “Option Deadline Extension PeriodReview Period Extension”). If the exercise of the Option does not comply with the requirements of Section 4.1 4.2 and this Section 4.1.54.8, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or 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 Option Deadline Extension PeriodReview Period Extension, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Option Deadline Review Period Extension Period 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 Dynavax PROSENSA shall have the same rights as are set forth in Section 4.1.4 4.2(d) in respect of the Compounds resulting from the applicable Dynavax PROSENSA Collaboration Program. If HSR or other governmental clearance has not been granted by the end of the extended Option Deadline Extension PeriodReview Period Extension, Dynavax PROSENSA and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Review Period Extension Period is reasonable under the circumstances, 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 Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or to take action (beyond cooperation Control as of the Effective Date. GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection with the grant of any exclusive license to GSK hereunder (including all governmental filing or other Partyfees, and any other costs and expenses) to respond to arising from pursuing or obtaining any Second RequestHSR approval.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable period Review Period for exercise of an Option for a particular Dynavax Particular Collaboration Program (the “Option Deadline Period”) that the exercise of such an Option 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 Option to Dynavax TELETHON-HSR prior to the end of the Option Deadline 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 Option Deadline Review Period automatically shall be extended for [ * [***] (the “Option Deadline Extension PeriodReview Period Extension”). If the exercise of the Option does not comply with the requirements of Section 4.1 4.2 and this Section 4.1.54.10, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or 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 Option Deadline Extension PeriodReview Period Extension, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Option Deadline Review Period Extension Period shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [ * ][***] 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 Dynavax TELETHON-HSR shall have the same rights as are set forth in Section 4.1.4 4.2(d) in respect of the Compounds Vectors resulting from the applicable Dynavax Collaboration Program. If HSR or other governmental clearance has not been granted by the end of the extended Option Deadline Extension PeriodReview Period Extension, Dynavax TELETHON-HSR and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Review Period Extension Period is reasonable under the circumstances, 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 Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or to take action (beyond cooperation Control as of the Effective Date. GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection with the grant of any exclusive license to GSK hereunder (including all governmental filing or other Partyfees, and any other costs and expenses) to respond to arising from pursuing or obtaining any Second RequestHSR approval.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable period for exercise of an Option for a particular Dynavax Program (the “Option Deadline Period”) Period that the exercise of such 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, GSK the applicable Option Deadline Period shall provide written notice of exercise be extended automatically by [***] from the original expiration of the applicable Option to Dynavax prior to Deadline Period (the end "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 notice shall include GSK’s binding commitment GSK intends to complete the exercise of the Option, subject only to HSR or other governmental clearance by respond is received from the FTC (or other governmental equivalent foreign authority, ) in connection with such filing and clearance has not been granted as of the Option Deadline Period automatically shall be extended for [ * ] Period. In the event that HSR (the “Option Deadline Extension Period”). If the exercise or similar foreign law) clearance has still not been granted as of the Option does not comply with the requirements expiration of Section 4.1 and this Section 4.1.5, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or 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 Option Deadline Extension Period, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Option Deadline Extension Period shall be extended for an additional period of time (not to exceed an additional [ * ]) 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 Dynavax shall have the same rights as are set forth in Section 4.1.4 in respect of the Compounds resulting from the applicable Dynavax Program. If HSR or other governmental clearance has not been granted by the end of the extended Option Deadline Extension Period, Dynavax Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Extension Period is reasonable under required. In such event, such extension of the circumstancesOption Deadline Extension Period shall only be effective with the mutual written approval of the Parties, and not to discuss and consider in good faithbe withheld by Anacor if GSK can demonstrate a credible basis to believe, where appropriatebased 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 [ * ], with the objective of placing each Party[ * ] if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement applicable Option shall require either Party be deemed to divest any assets or to take action (beyond cooperation with the other Party) to respond to any Second Requesthave expired unexercised.

HSR and Equivalent Foreign Laws. If GSK Medicis reasonably determines in good faith prior to the expiration of the applicable period for exercise of an Option for a particular Dynavax Program (the “PoC Option Deadline Period”) Period that the exercise of such its PoC Option by 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, GSK shall provide written notice of exercise of the Option to Dynavax prior to the end of the Option Deadline 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 PoC Option Deadline Period automatically shall be extended for automatically by [ * ] from the original expiration of the PoC Option Deadline Period (the “PoC Option Deadline Extension Period”). If ) in the exercise event that: (a) the HSR (or similar foreign law) initial waiting period is still pending as of the Option does not comply with the requirements of Section 4.1 and this Section 4.1.5, including, for example, because it includes other conditions to the completion original date of the exercise expiration of the PoC Option other than Deadline Period; or (b) a “Second Request” to which Medicis intends to respond is received from the grant 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 other governmental clearance, then similar foreign law) clearance has still not been granted as of the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within expiration of the PoC Option Deadline Extension Period, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Option Deadline Extension Period shall be extended for an additional period of time (not to exceed an additional [ * ]x) 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, Anacor and Dynavax shall have the same rights as are set forth in Section 4.1.4 in respect of the Compounds resulting from the applicable Dynavax Program. If HSR or other governmental clearance has not been granted by the end of the extended Option Deadline Extension Period, Dynavax and GSK Medicis shall promptly meet to discuss negotiate in good faith whether an additional extension of the PoC Option Deadline Extension Period is reasonable under required and (y) Medicis shall provide Anacor with copies of all written correspondence from the circumstancesFTC (or equivalent foreign authority) within Medicis’s custody or control that relates to such HSR (or similar foreign law) clearance. In such event, and such extension of the PoC Option Deadline Extension Period shall only be effective with the mutual written approval of the Parties, not to discuss and consider in good faithbe withheld by Anacor unless Anacor can demonstrate a credible basis to believe, where appropriatebased on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is unlikely to be forthcoming. In the event that HSR (or similar foreign law) clearance is not granted upon expiration of the PoC Option Deadline Extension Period, the [ * ], with the objective of placing each Party[ * ] if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement PoC Option shall require either Party be deemed to divest any assets or to take action (beyond cooperation with the other Party) to respond to any Second Requesthave expired unexercised.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the applicable period for exercise of an Option for a particular Dynavax Program (the “Option Deadline Period”) Period that the exercise of such 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, GSK shall provide written notice of exercise of the Option to Dynavax prior to the end of the Option Deadline 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 applicable Option Deadline Period automatically shall be extended for [ * automatically by [***] from the original expiration of the applicable Option Deadline Period (the “Option Deadline Extension Period”). If ) in the exercise 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 does 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 comply with the requirements of Section 4.1 and this Section 4.1.5, including, for example, because it includes other conditions to the completion of the exercise been granted as of the Option other than Deadline Period. In the grant event that HSR (or similar foreign law) clearance has still not been granted as of HSR or 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 expiration of the Option Deadline Extension Period, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Option Deadline Extension Period shall be extended for an additional period of time (not to exceed an additional [ * ]) 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 Dynavax shall have the same rights as are set forth in Section 4.1.4 in respect of the Compounds resulting from the applicable Dynavax Program. If HSR or other governmental clearance has not been granted by the end of the extended Option Deadline Extension Period, Dynavax Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Option Deadline Extension Period is reasonable under required. In such event, such extension of the circumstancesOption Deadline Extension Period shall only be effective with the mutual written approval of the Parties, and not to discuss and consider in good faithbe withheld by Anacor if GSK can demonstrate a credible basis to believe, where appropriatebased 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 [ * ], with the objective of placing each Party[ * ] if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement applicable Option shall require either Party be deemed to divest any assets or to take action (beyond cooperation with the other Party) to respond to any Second Requesthave expired unexercised.