Common use of HSR/Antitrust Filings Clause in Contracts

HSR/Antitrust Filings. Each of Vividion and Celgene will, within [***] Business Days after the execution of any relevant Development & Commercialization Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR/Antitrust Filing required of it under the HSR Act and, as soon as practicable, file with the appropriate Governmental Authority any other HSR/Antitrust Filing required of it under any other Antitrust Law as determined in the reasonable opinion of any Party with respect to the transactions contemplated by such Development & Commercialization Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR/Antitrust Filing. Each Party shall be responsible for its own costs, expenses and filing fees associated with any HSR/Antitrust Filing; provided, however, that the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR/Antitrust Filing. In the event that the Parties make an HSR/Antitrust Filing under this Section 3.2, the relevant Development & Commercialization Agreement shall terminate (a) at the election of any Party, immediately upon notice to the other Party, in the event that the FTC, DOJ or other Governmental Authority obtains a preliminary injunction or final order under Antitrust Law enjoining the transactions contemplated by such Development & Commercialization Agreement, or (b) at the election of any Party, immediately upon notice to the other Party, in the event that the Antitrust Clearance Date shall not have occurred on or prior to [***)] days after the effective date of the last HSR/Antitrust Filing submitted to a Governmental Authority in relation to such Development & Commercialization Agreement. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2, none of the terms and conditions contained in any Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (i) the execution date of such Development & Commercialization Agreement, (ii) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is not required to be made under any Antitrust Law for such Development & Commercialization Agreement, the date of such determination, or (iii) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is required to be

HSR/Antitrust Filings. Each of Vividion Juno and Celgene will, within [***] Business Days after the execution of any the relevant Development & Commercialization Implementing Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR/Antitrust Filing required of it under the HSR Act and, as soon as practicable, file with the appropriate Governmental Authority any other HSR/Antitrust Filing required of it under any other Antitrust Law as determined in the reasonable opinion of any either Party with respect to the transactions contemplated by such Development & Commercialization the relevant Implementing Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR/Antitrust Filing. Each Party shall be responsible for its own costs, expenses expenses, and filing fees associated with any HSR/Antitrust Filing; provided, however, that the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR/Antitrust Filing[***]. In the event that the Parties make an HSR/Antitrust Filing under this Section 3.2, the relevant Development & Commercialization Implementing Agreement shall terminate (ai) at the election of any either Party, immediately upon notice to the other Party, in the event that the FTC, DOJ or other Governmental Authority obtains a preliminary injunction or final order under Antitrust Law enjoining the transactions contemplated by such Development & Commercialization Implementing Agreement, or (bii) at the election of any either Party, immediately upon notice to the other Party, in the event that the Antitrust Clearance Date shall not have occurred on or prior to [***)] days after the effective date of the last HSR/Antitrust Filing submitted to a Governmental Authority in relation to such Development & Commercialization the relevant Implementing Agreement. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2, none of the terms and conditions contained in any Development & Commercialization the relevant Implementing Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (iA) the execution date of such Development & Commercialization the relevant Implementing Agreement, (iiB) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is not required to be made under any Antitrust Law for such Development & Commercialization the relevant Implementing Agreement, the date of such determination, or (iiiC) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is required to bebe made under any Antitrust Law for the relevant Implementing Agreement, the Antitrust Clearance Date. As used herein: (x) “Antitrust Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act and any comparable waiting periods as required [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

HSR/Antitrust Filings. Each of Vividion BeiGene and Celgene will, within [***] seven (7) Business Days after the execution of any relevant Development & Commercialization this Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR/Antitrust Filing required of it under the HSR Act and, as soon as practicable, file with the appropriate Governmental Authority any other HSR/Antitrust Filing required of it under any other Antitrust Law as determined in the reasonable opinion of any either Party with respect to the transactions contemplated by such Development & Commercialization this Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR/Antitrust Filing. Each Party shall be responsible for its own costs, expenses and filing fees associated with any HSR/Antitrust Filing; provided, however, that the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR/Antitrust Filing. In the event that the Parties make an HSR/Antitrust Filing under this Section 3.2Article 15, the relevant Development & Commercialization this Agreement shall terminate (a) at the election of any either Party, immediately upon notice to the other Party, in the event that the FTC, DOJ or other Governmental Authority obtains a preliminary injunction or final order under Antitrust Law enjoining the transactions contemplated by such Development & Commercialization Agreement, or (b) at the election of any Party, immediately upon notice to the other Party, in the event that the Antitrust Clearance Date shall not have occurred on or prior to [***)] days after the effective date of the last HSR/Antitrust Filing submitted to a Governmental Authority in relation to such Development & Commercialization this Agreement. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Article 15, the BeiGene covenants in Section 3.211.3.2, and any other provisions that expressly reference the period between the Execution Date and the Effective Date none of the terms and conditions contained in any Development & Commercialization this Agreement shall be effective until the “Implementation Effective Date,” which is agreed and understood to mean the later of (ia) the execution date of such Development & Commercialization this Agreement, (iib) the China SPA Closing Date, (c) if a determination is made pursuant to this Section 3.2 Article 15 that an HSR/Antitrust Filing is not required to be made under any Antitrust Law for such Development & Commercialization this Agreement, the date of such determination, or (iiid) if a determination is made pursuant to this Section 3.2 Article 15 that an HSR/Antitrust Filing is required to bebe made under any Antitrust Law for this Agreement, the Antitrust Clearance Date. As used herein: (i) “Antitrust Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act and any comparable waiting periods as required under any other Antitrust Law, in each case with respect to the transactions contemplated by this Agreement have expired or have been terminated; and (ii) “HSR/Antitrust Filing” means (A) a filing by BeiGene and Celgene with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act), together with all required documentary attachments thereto or (B) any comparable filing by BeiGene or Celgene required under any other Antitrust Law, in each case ((A) and (B)) with respect to the transactions contemplated by this Agreement.

HSR/Antitrust Filings. Each of Vividion Agios and Celgene will, within [***] Business Days after the execution of any the relevant Development & Commercialization Agreement (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR/Antitrust Filing required of it under the HSR Act and, as soon as practicable, file with the appropriate Governmental Authority any other HSR/Antitrust Filing required of it under any other Antitrust Law as determined in the reasonable opinion of any either Party with respect to the transactions contemplated by such the relevant Development & Commercialization Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR/Antitrust Filing. Each Party shall be responsible for its own costs, expenses and filing fees associated with any HSR/Antitrust Filing; provided, however, that the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR/Antitrust Filing[**]. In the event that the Parties make an HSR/Antitrust Filing under this Section 3.2, the relevant Development & Commercialization Agreement shall terminate (a) at the election of any either Party, immediately upon notice to the other Party, in the event that the FTC, DOJ or other Governmental Authority obtains a preliminary injunction or final order under Antitrust Law enjoining the transactions contemplated by such Development & Commercialization Agreement, or (b) at the election of any either Party, immediately upon notice to the other Party, in the event that the Antitrust Clearance Date shall not have occurred on or prior to [***)] days after the effective date of the last HSR/Antitrust Filing submitted to a Governmental Authority in relation to such the relevant Development & Commercialization Agreement. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2, none of the terms and conditions contained in any the relevant Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (i) the execution date of such the relevant Development & Commercialization Agreement, (ii) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is not required to be made under any Antitrust Law for such the relevant Development & Commercialization Agreement, the date of such determination, or (iii) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is required to bebe made under any Antitrust Law for the relevant Development & Commercialization Agreement, the Antitrust Clearance Date. As used herein: (x) “Antitrust Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act and any comparable waiting periods as required under any other Antitrust Law, in each case with respect to the transactions contemplated by the relevant Development & Commercialization Agreement have expired or have been terminated; and (y) “HSR/Antitrust Filing” means (i) a filing by Agios and Celgene with the FTC and the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act), together with all required documentary attachments thereto or (ii) any comparable filing by Agios or Celgene required under any other Antitrust Law, in each case ((i) and (ii)) with respect to the transactions contemplated by the Development & Commercialization Agreements.

HSR/Antitrust Filings. Concurrent with any notice by BMS of its intent to exercise any Option, BMS shall inform Repare in writing whether BMS has concluded that the fair market value of the licenses to be acquired pursuant to such Option exercise, determined in accordance with 16 C.F.R. § 801.10, crosses the applicable filing threshold of the HSR Act. Each of Vividion Repare and Celgene BMS will, within [***] Business Days after the execution notice of any relevant Development & Commercialization Agreement intent to exercise any Option (or such later time as may be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR/Antitrust Filing required of it under the HSR Act should the filing threshold be crossed and, as soon as practicable, file with the appropriate Governmental Authority any other HSR/Antitrust Filing required of it under any other Antitrust Law as determined in the reasonable opinion of any either Party with respect to the transactions contemplated by such Development & Commercialization AgreementOption exercise. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR/Antitrust Filing. Each Party shall be responsible for its own costs, expenses and filing fees associated with any HSR/Antitrust Filing; provided, however, that the Parties shall equally share [***] all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR/Antitrust Filing. Each Party shall be responsible for all other costs, expenses and filing fees incurred by such Party in connection with any HSR/Antitrust Filing. In the event that the Parties make an HSR/Antitrust Filing under this Section 3.2ARTICLE III, the relevant Development & Commercialization Agreement Option exercise shall terminate (a) at the election of any either Party, immediately upon notice to the other Party, in the event that the FTC, DOJ or other Governmental Authority obtains a preliminary injunction or final order under Antitrust Law enjoining the transactions contemplated by such Development & Commercialization AgreementOption exercise, or (b) at the election of any either Party, immediately upon notice to the other Party, in the event that the Antitrust Clearance Date shall not have occurred on or prior to [***)] days after the effective date of the last HSR/Antitrust Filing submitted to a Governmental Authority in relation to such Development & Commercialization AgreementOption exercise (or such later time as may be agreed to in writing by the Parties. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2ARTICLE III, none of the terms and conditions contained in resulting from any Development & Commercialization Agreement Option exercise shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (i) the execution date of such Development & Commercialization Agreement, (ii) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is not required to be made under any Antitrust Law for such Development & Commercialization Agreement, the date Option Table of such determination, or (iii) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is required to beContents

HSR/Antitrust Filings. (i) Each of Vividion Buyer, Seller and Celgene will, within [***] Business Days after the execution of any relevant Development & Commercialization Agreement Company shall use reasonable best efforts to prepare and file (or such later time as may cause to be agreed to in writing by the Parties) file with the U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) any HSR/Antitrust Filing required of it under the HSR Act andfiled), as soon as practicable, file but in no event later than five (5) Business Days following the execution and delivery of this Agreement, (A) with the appropriate FTC and the Department of Justice the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and (B) any other notification forms required by the other Antitrust Laws and related regulations of any applicable jurisdiction (the “Antitrust Filings”), and, subject to Section 5.1(a)(ii) and (iii) shall use reasonable best efforts to promptly provide any supplemental information requested by the Antitrust Division, the FTC or other applicable Governmental Authorities in connection therewith. Each of Buyer, Seller and the Company will use reasonable best efforts to cause all documents that it is responsible for filing with any Governmental Authority pursuant to this Section 5.1(a)(i) to comply in all material respects with all applicable Laws, and each of Seller, the Company and Buyer shall (and shall cause each of their respective Affiliates to) promptly supply the other parties hereto with any information which may be reasonably required or requested by such other party to effectuate any filings, applications or other actions pursuant to this Section 5.1(a)(i), subject to the confidentiality obligations set forth in Section 5.7. Seller, the Company and Buyer shall promptly notify the other parties hereto of the status of any communications or correspondence with, and any inquiries or requests for additional information from, the FTC, the Department of Justice and any other HSR/Antitrust Filing required applicable Governmental Authority in connection with such filings, and, subject to applicable Law, permit the other parties hereto to review in advance any proposed written communications to the FTC, the Department of it under Justice or any other applicable Governmental Authority. Concurrently with the filing of the Antitrust Law Filings, or as determined in the reasonable opinion soon thereafter as practicable, Buyer and Seller shall each request early termination of any Party with respect waiting period applicable to the transactions contemplated by such Development & Commercialization Agreement. The Parties shall cooperate with one another to this Agreement under the extent necessary in the preparation of any such HSR/Antitrust Filing. Each Party shall be responsible for its own costs, expenses and filing fees associated with any HSR/Antitrust Filing; provided, however, that the Parties shall equally share all fees (other than penalties that may be incurred as a result of actions or omissions on the part of a Party, which penalties shall be the sole financial responsibility of such Party), required to be paid to any Governmental Authority in connection with making any such HSR/Antitrust Filing. In the event that the Parties make an HSR/Antitrust Filing under this Section 3.2, the relevant Development & Commercialization Agreement shall terminate (a) at the election of any Party, immediately upon notice to the other Party, in the event that the FTC, DOJ or other Governmental Authority obtains a preliminary injunction or final order under Antitrust Law enjoining the transactions contemplated by such Development & Commercialization Agreement, or (b) at the election of any Party, immediately upon notice to the other Party, in the event that the Antitrust Clearance Date shall not have occurred on or prior to [***)] days after the effective date of the last HSR/Antitrust Filing submitted to a Governmental Authority in relation to such Development & Commercialization Agreement. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 3.2, none of the terms and conditions contained in any Development & Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (i) the execution date of such Development & Commercialization Agreement, HSR Act. (ii) if a determination is made pursuant Each of Buyer, Seller and the Company shall use its reasonable best efforts to this Section 3.2 that obtain termination or expiration of any waiting periods under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable to effectuate the Merger under the Antitrust Laws impeding the ability to consummate the Merger (the “Antitrust Approvals”) by the Optional Termination Date (as defined below and as it may be extended hereunder). In furtherance of the foregoing, Buyer shall agree to, propose to, and negotiate in good faith with the relevant Governmental Authority to sell, license, divest or hold separate services or assets of the Company and the Continuing Subsidiaries with an HSR/aggregate FMV (as defined below) not to exceed $60 million to achieve the Antitrust Filing is not required to be made under any Antitrust Law for such Development & Commercialization Agreement, the date of such determination, or (iii) if a determination is made pursuant to this Section 3.2 that an HSR/Antitrust Filing is required to beApprovals by the