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 Review Period for exercise of an Option for a Particular Collaboration Program 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 TELETHON-HSR 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 *** Confidential Treatment Requested *** clearance by the FTC or other governmental authority, and the Review Period automatically shall be extended for [***] (the “Review Period Extension”). If the exercise of the Option does not comply with the requirements of Section 4.2 and this Section 4.10, 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 Review 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 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 [***] 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 TELETHON-HSR shall have the same rights as are set forth in Section 4.2(d) in respect of the Vectors resulting from the applicable Collaboration Program. If HSR or other governmental clearance has not been granted by the end of the extended Review Period Extension, TELETHON-HSR and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Period Extension 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 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 fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approval. *** Confidential Treatment Requested ***

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review Period applicable period for exercise of an Option for a Particular Collaboration particular Dynavax 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 TELETHON-HSR Dynavax prior to the end of the Review 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 *** Confidential Treatment Requested *** clearance by the FTC or other governmental authority, and the Review Option Deadline Period automatically shall be extended for [***[ * ] (the “Review Period ExtensionOption Deadline Extension Period”). If the exercise of the Option does not comply with the requirements of Section 4.2 4.1 and this Section 4.104.1.5, 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 Review Period ExtensionOption 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 Review Option Deadline Extension Period Extension 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 TELETHON-HSR Dynavax shall have the same rights as are set forth in Section 4.2(d) 4.1.4 in respect of the Vectors Compounds resulting from the applicable Collaboration Dynavax Program. If [ * ] = 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. HSR or other governmental clearance has not been granted by the end of the extended Review Period ExtensionOption Deadline Extension Period, TELETHON-HSR Dynavax and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Option Deadline Extension Period Extension 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 Control as of the Effective Date. GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection to take action (beyond cooperation with the grant of other Party) to respond to any exclusive license to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approval. *** Confidential Treatment Requested ***Second Request.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review Period applicable period for exercise of an Option for a Particular Collaboration particular Dynavax 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 TELETHON-HSR Dynavax prior to the end of the Review 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 *** Confidential Treatment Requested *** clearance by the FTC or other governmental authority, and the Review Option Deadline Period automatically shall be extended for [***[ * ] (the “Review Period ExtensionOption Deadline Extension Period”). If the exercise of the Option does not comply with the requirements of Section 4.2 4.1 and this Section 4.104.1.5, 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 Review Period ExtensionOption 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 Review Option Deadline Extension Period Extension 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 TELETHON-HSR Dynavax shall have the same rights as are set forth in Section 4.2(d) 4.1.4 in respect of the Vectors Compounds resulting from the applicable Collaboration Dynavax Program. If HSR or other governmental clearance has not been granted by the end of the extended Review Period ExtensionOption Deadline Extension Period, TELETHON-HSR Dynavax and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Option Deadline Extension Period Extension 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 Control as of the Effective Date. GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection to take action (beyond cooperation with the grant of other Party) to respond to any exclusive license to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approval. *** Confidential Treatment Requested ***Second Request.