Common use of HSR Filing Clause in Contracts

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Party.

HSR Filing. Each (a) Without limiting the generality of Section 7.2, but subject to this Section 7.3(a), to the extent such filings have not been completed prior to the execution of this Agreement, the Seller Parties and Buyer shall each (i) take promptly all actions necessary to make the filings required of such Party (or any of its “ultimate parent entity” as that term is defined Affiliates under the HSR Act and its implementing regulations) shallAct, including making the initial filings within ten (10) business days three Business Days after the Execution Date date hereof, (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”ii) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with any request for additional information or documentary material received by such request. Each Party shall each or any of its Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (iii) cooperate reasonably with the other Parties in connection with any filing of the Company under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by either the Federal Trade Commission or investigation by the Antitrust Division of the Department of Justice or state attorneys general; provided, however, Buyer will have no obligation to make any Governmental Authority relating divestiture of tangible or intangible assets or business operations or agree to any other obligations, commitments or covenants in order to secure the expiration or termination of the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination waiting period or expiration of any waiting periods under any Applicable Laws and/or to obtain otherwise gain the approval of any antitrust Governmental Authoritythe Federal Trade Commission or the Department of Justice, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each case may be. (b) Each Party shall promptly inform the other Party Parties of any material communication to or received by such Party from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable LawFederal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity regarding any of the Transactions. Each Party shall advise the other Parties will consult and cooperate promptly of any understandings, undertakings or agreements that such Party proposes to make or enter into with one anotherthe Federal Trade Commission, and will consider in good faith the views Antitrust Division of one another, the Department of Justice or any other Governmental Entity in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyTransactions.

HSR Filing. Each Party (The Parties shall each as promptly as practicable after the Signing Date of this Agreement, file or its “ultimate parent entity” as that term is defined cause to be filed with the U.S. Federal Trade Commission and the U.S. Department of Justice and any relevant foreign governmental authority any notifications required to be filed under the HSR Act and its implementing regulations) shall, within any applicable foreign equivalent thereof with respect to the transactions contemplated hereby; provided that the Parties shall each file the notifications required to be filed under the HSR Act no later than ten (10) business days after the Execution Signing Date of this Agreement and shall each file the notifications required to be filed by any applicable foreign equivalent no later than fifteen (or 15) business days after the Signing Date of this Agreement. Each Party shall be responsible for its own costs in connection with such later time as may filing, except that BMS shall be agreed solely responsible for the applicable filing fees. The Parties shall use commercially reasonable efforts to in writing respond promptly to any requests for additional information made by the Parties)either of such agencies, file, on an expedited basis (meaning, with a request for early termination of and to cause the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it periods under the HSR Act with respect and any applicable foreign equivalent thereof to terminate or expire at the transactions contemplated herebyearliest possible date after the date of filing. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use ensure that its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance representations and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained warranties set forth in this Agreement shall require or obligate either Party toremain true and correct at and as of the Effective Date as if such representations and warranties were made at and as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, and either Party this Agreement shall not without become effective (with the prior written consent exception of Articles 1 and 17) until such time as (a) the Parties shall have complied with all applicable requirements of the other Party: HSR Act; (ib) agree the waiting period under the HSR Act shall have expired or otherwise become subject to earlier been terminated; (c) no judicial or administrative proceeding opposing consummation of all or any restrictionspart of this Agreement shall be pending; (d) no injunction (whether temporary, conditions, limitations, licensing requirements, preliminary or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation permanent) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall be in effect; and (e) no requirements or conditions shall have been formally requested or imposed by the Federal Trade Commission and the Department of Justice in connection therewith which are not reasonably and mutually satisfactory to the Parties (collectively, the “HSR Conditions”) and shall become effective automatically on the first date when all HSR Conditions are met. Such date shall be referred to as the “Effective Date”. For clarity, achieving the HSR Conditions shall be the sole condition precedent to this entire Agreement as part coming into effect. In the event that the HSR Conditions are not met within three (3) months of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Signing Date, the Parties either Party may each terminate this Agreement upon written notice to the other PartyAgreement. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

HSR Filing. Each Party (a) Both Parties (or its their Affiliates) shall use reasonable efforts to file the appropriate notices under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act (“ultimate parent entity” as that term is defined HSR Act”) within [*] after the Execution Date. The Parties shall promptly make required filings to obtain clearance under the HSR Act for the consummation of this Agreement and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination transactions contemplated hereby and shall keep each other apprised of the waiting period)status of any communications with, and any inquiries or requests for additional information from, the filing fee of which shall be borne by the Parties equally, with the United States States’ Federal Trade Commission (“FTC”) and or the Antitrust Division of the United States Department of Justice (“DOJ”) and shall comply promptly with any reasonable FTC or DOJ inquiry or request of this nature; provided, however, neither Party shall be required to consent to the “Division”)divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to contest, administratively or in court, any HSR Filing required ruling, order or other action of it under the HSR Act FTC or DOJ or any Third Party with respect to the transactions contemplated herebyby this Agreement. The Parties Each Party shall cooperate with each other to be responsible for paying the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials filing fees it incurs in connection with the review HSR filings. The Effective Date shall not be deemed to have occurred until the later of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably Clearance Date and the date of the “Closing” under that certain Series AA Preferred Stock Purchase Agreement between Lyell and [*] dated concurrent with the other in connection with resolving Execution Date. As used herein, the “HSR Clearance Date” means the earlier of (i) the date on which the FTC or DOJ shall notify the Parties of early termination of the waiting period under the HSR Act or (ii) the date on which the applicable waiting period under the HSR Act expires; provided, however, that if the FTC or DOJ commences any inquiry or investigation by means of a second request or otherwise, HSR Clearance Date means the date on which any Governmental Authority relating investigation opened by the FTC or DOJ has been terminated, without action to prevent the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or Parties from any Governmental Authority regarding the Agreement and/or implementing the transactions contemplated by this Agreement with respect to the AgreementUnited States. Except as Notwithstanding any other provisions of this Agreement to the contrary, either Party may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one anotherterminate its obligation under this Section 17.16(a), and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, be void and either Party shall not without the prior written consent of no further effect upon notice to the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following on or before the Execution Date, date that is [*] after the date as of which both Parties may each terminate this Agreement upon written notice to have made their respective HSR filings and the other Partyinitial waiting period under the HSR Act has commenced.

HSR Filing. Each Party (or its “ultimate parent entity” To the extent necessary, each of IMPAX and WCH shall file as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days soon as practicable after the Execution Date (or such later time as may be agreed to in writing date this Agreement was signed by each of the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“the "FTC”") and the Antitrust Division of the United States Department of Justice (the “"Antitrust Division”), any HSR Filing ") the notification and report form (the "Report") required of it under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act Act") with respect to the transactions as contemplated hereby. The Parties hereby and shall reasonably cooperate with each the other Party to the extent reasonably necessary to assist the other Party in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of its Report and to proceed to obtain necessary approvals under the HSR FilingAct, each Party shall use its commercially reasonable efforts including but not limited to comply with such requestthe expiration or earlier termination of any and all applicable waiting periods required by the HSR Act. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use bear its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authorityown expenses, as applicableincluding, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoingwithout limitation, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Lawlegal fees, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, incurred in connection with preparing any submission such filings. If a Report is filed by the Parties under the HSR Act, then the Effective Date shall be the date upon which the necessary approvals have been obtained under the HSR Act or presentation that the notice and waiting period under the HSR Act has expired or been terminated. If the Parties determine that no Report is required to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Lawfiled under the HSR Act, the Parties will permit authorized representatives of Effective Date shall be the other Party date first written above. In the event that a Report is required to be present at any meetingfiled under the HSR Act, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party tomay, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Effective Date, the Parties may each terminate this Agreement upon by written notice to the other Party, if, within one hundred twenty (120) days after this Agreement is signed by each of the Parties, approval of the transactions contemplated by this Agreement under the HSR Act has not been obtained or the notice and waiting period, as may be extended by the FTC, under the HSR Act has not expired without adverse action regarding this Agreement or the transactions contemplated hereby. If this Agreement is terminated pursuant to this Section 14.10, then, notwithstanding any provision in this Agreement to the contrary, neither Party shall have any further obligation to the other Party with respect to the subject matter of this Agreement except for the obligations set forth in Article X hereof, which obligations shall survive any termination of this Agreement.

HSR Filing. Each Party (or its a) Unless the parties agree that such filing is not required, each of the Purchaser and the Seller agrees to (i) make an appropriate and complete filing of a Notification and Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “ultimate parent entity” as that term is defined under HSR Act”) with respect to the HSR Act and its implementing regulations) shall, transactions contemplated hereby within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination Business Days of the date of this Agreement, (ii) make all other required filings pursuant to other antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable, and (iii) not extend any waiting period)period under the HSR Act or any other antitrust Law, the filing fee of which shall be borne by the Parties equally, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of or the United States Department of Justice (the “DivisionDOJ”), ) or any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts not to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or consummate the transactions contemplated by the this Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate except with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Partyparty. Each party shall supply as promptly as practicable any additional information or documentation that may be requested pursuant to the HSR Act or any other antitrust Law and use its commercially reasonable efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other antitrust Law as soon as possible. (b) Each of the Purchaser and the Seller shall, in connection with the actions referenced in Section 3.3 to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other antitrust Law: (i) agree cooperate in all respects with each other in connection with any communication, filing or otherwise become subject to submission and in connection with any restrictionsinvestigation or other inquiry, conditions, limitations, licensing requirementsincluding any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other understandings required U.S. or requested by the FTC other Governmental Authority and of any communication received or the Division given in connection the FTC’s or Division’s investigation with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the Agreement as part FTC, the DOJ or such other Governmental Authority or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; and (iv) permit the other party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, that materials may be redacted to remove references concerning the valuation of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion businesses of the business, assets, Seller or operations of such Party. Notwithstanding anything to the contrary contained herein, Purchaser. (c) The Purchaser shall be responsible for any filing or similar fees in the event a Governmental Authority plans to enjoin the transaction contemplated herein, connection with any filings or if submissions under the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyAct.

HSR Filing. Each Party (or its “ultimate parent entity” as If Vertex notifies Company pursuant to Section 4.2.1 that term an HSR Filing is defined under the HSR Act required for Vertex to exercise an Option, then each of Vertex and its implementing regulations) shallCompany will, within ten (10) business days [***] after the Execution Date such notice from Vertex (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the United States U.S. Department of Justice (the “DivisionDOJ”), ) any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Each of the Parties shall agrees to cooperate with each other in the antitrust clearance process, including by furnishing to the extent other Party such necessary information and reasonable assistance as the other Party may reasonably necessary request in the connection with its preparation of any such filing or submission that is necessary under the HSR Filing. As Act and other antitrust requirements, and to furnish promptly as is practicable after receiving with the FTC, DOJ, and any request from other antitrust authority, any appropriate Governmental Authority for information, documents, or other materials information requested by them in connection with such filings. Each Party shall furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall otherwise keep the review other Party apprised of the HSR Filingstatus of any material communications with, each Party and any inquiries or requests for additional information from, the FTC, DOJ and any other antitrust authority, and shall use its commercially reasonable efforts to comply promptly with any such inquiry or request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform give the other Party of any communication the opportunity to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one anotherreview in advance, and will shall consider in good faith the views of one anotherother Party’s reasonable comments in connection with, any proposed filing or communication with the FTC, DOJ or any other antitrust authority. Each Party shall consult with the other Party, to the extent practicable, in connection advance of participating in any substantive meeting or discussion with preparing the FTC, the DOJ or any submission or presentation other antitrust authority with respect to any Governmental Authority in connection with any filings, investigation or inquiry and, to the extent permitted by such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Lawantitrust authority, the Parties will permit authorized representatives of give the other Party to the opportunity to attend and participate therein. Each Party will be present at any meetingresponsible for its own costs and expenses (other than filing fees, telephone call or conference with such Government Authority in connection which Vertex will pay) associated with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyFiling.

HSR Filing. Each Party Both Parties (or its their Affiliates) shall use reasonable efforts to file the appropriate notices (the “ultimate parent entity” as that term is defined HSR Filings”) under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act (“HSR Act and its implementing regulationsAct”) shall, within ten (10) business days Business Days after the Execution Date (or such later time as may be agreed Date. The Parties shall promptly make required filings to in writing by obtain clearance under the Parties), file, on an expedited basis (meaning, with a request HSR Act for early termination the consummation of this Agreement and the transactions contemplated hereby and shall keep each other apprised of the waiting period)status of any communications with, and any inquiries or requests for additional information from, the filing fee of which shall be borne by the Parties equally, with the United States States’ Federal Trade Commission (“FTC”) and or the Antitrust Division of the United States Department of Justice (“DOJ”) and shall comply promptly with any reasonable FTC or DOJ inquiry or request of this nature; provided that neither Party shall be required to consent to the “Division”)divestiture or other disposition of any of its assets or the assets of its Affiliates or to consent to any other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to contest, administratively or in court, any HSR Filing required ruling, order or other action of it under the HSR Act FTC or DOJ or any Third Party with respect to the transactions contemplated herebyby this Agreement. The Parties Each Party shall cooperate with each other to be responsible for paying the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials filing fees it incurs in connection with the review HSR Filings. As used herein, the “HSR Clearance Date” means the earlier of (i) the date on which the FTC or DOJ shall notify the Parties of early termination of the waiting period under the HSR FilingAct or (ii) the date on which the applicable waiting period under the HSR Act expires; provided that, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with if the other in connection with resolving FTC or DOJ commences any inquiry or investigation by means of a second request or otherwise, HSR Clearance Date means the date on which any Governmental Authority relating investigation opened by the FTC or DOJ has been terminated, without action to prevent the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or Parties from any Governmental Authority regarding the Agreement and/or implementing the transactions contemplated by this Agreement with respect to the AgreementUnited States. Except as Notwithstanding any other provisions of this Agreement to the contrary, either Party may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one anotherterminate its obligation under this Section 2.2, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, be void and either Party shall not without the prior written consent of no further effect upon notice to the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six on or before the date that is one hundred twenty (6120) months following days after the Execution Date, date on which both Parties have made their respective HSR Filings and the Parties may each terminate this Agreement upon written notice to initial waiting period under the other PartyHSR Act has commenced.

HSR Filing. (a) Each Party of Buyer and Sellers shall: (i) as promptly as practicable, but in no event later than fifteen (15) Business Days from the date hereof, take all actions necessary to file or cause to be filed any filings required of it or any of its “ultimate parent entity” as that term is defined Affiliates under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to other applicable Antitrust Law in writing by the Parties), file, on an expedited basis (meaning, connection with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) this Agreement and the Antitrust Division of transactions contemplated hereby, including the United States Department of Justice (the “Division”), any HSR Filing Notification and Report Forms required of it under pursuant to the HSR Act with respect to the transactions contemplated hereby (it being agreed that the Buyer and Sellers shall request early termination in connection therewith); (ii) use commercially reasonable efforts to obtain the required consents from the applicable Governmental Bodies; and (iii) at the earliest practicable date, comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Governmental Body. Each of Buyer and Sellers will (A) subject to applicable Law, promptly notify the other party of any substantive written communication made to or received by Buyer or Sellers, as the case may be, from any Governmental Body regarding any of the transactions contemplated hereby. The Parties shall cooperate , (B) subject to applicable Law, permit the other party to review in advance any proposed substantive written communication to any such Governmental Body and incorporate the other party’s reasonable comments thereto, (C) not agree to participate in any substantive meeting or discussion with each other any such Governmental Body in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for informationpracticable, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably it consults with the other party in connection with resolving any inquiry or investigation by any Governmental Authority relating advance and, to the HSR Filing. Each Party agrees extent permitted by such Governmental Body, gives the other party the opportunity to use attend, and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Body or its commercially reasonable efforts staff on the other hand, in each case with respect to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for this Agreement and the transactions contemplated hereby. Actions under (A), (B) and (C) of this Section may be limited to an outside counsel only basis to the extent reasonably deemed necessary by the parties. All filing fees under the HSR Act shall be borne by the Buyer. (b) In addition, in furtherance and not in limitation of the foregoingother provisions of Section 10.06(a), each Party Buyer shall promptly inform take all actions (A) necessary to defend, including through pursuing litigation on the other Party of merits, any communication to administrative or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited judicial Proceeding asserted or threatened by any Governmental Authority Body or by any Applicable Lawother Person under Antitrust Laws (including pursuing all available avenues of administrative and/or judicial appeal) that seeks, the Parties will consult and cooperate with one anotheror would reasonably be expected to seek, and will consider in good faith the views of one anotherto prevent, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Lawrestrain, the Parties will permit authorized representatives of the other Party to be present at any meetingimpede, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoingdelay, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree enjoin or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by prohibit the FTC or the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by hereby, and (B) necessary in order to avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any Order (whether temporary, preliminary or permanent) entered, issued or threatened under Antitrust Laws that would prevent, impede, delay, enjoin or otherwise prohibit the Agreement as part consummation of the HSR process; or transactions contemplated hereby, prior to the Outside Date (iiincluding any extension thereof pursuant to Section 9.01(d))). (c) agree or otherwise Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section 10.06 to sell take or otherwise dispose ofagree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (through A) require the establishment or a trust or otherwise)divestiture of any assets of the Buyer, the Company, or divest itself any of all their respective Affiliates, (B) limit the Buyer’s freedom of action with respect to the Company or any portion of its assets or businesses or any of the business, assetsBuyer’s or its Affiliates’ other assets or businesses or (C) limit the Buyer’s ability to acquire or hold, or operations exercise full rights of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Dateownership with respect to, the Parties may each terminate this Agreement upon written notice to the other PartyCompany.

HSR Filing. Each Party Seller, Royalty, Serologicals and Buyer shall, as promptly as practicable, but in no event later than ten (10) calendar days following the execution and delivery of this Agreement, submit the HSR Filing to the FTC or the DOJ, as appropriate and thereafter provide any supplemental information requested in connection therewith pursuant to the HSR Act and make any similar filing within, to the extent reasonably practicable, a similar time frame with any other Governmental Body for which such filing is required. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act or other applicable antitrust regulation. Each of the Sellers, Royalty, Serologicals and Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its “ultimate parent entity” as that term preparation of any filing or submission which is defined necessary under the HSR Act or other applicable antitrust regulation. Each of the Sellers, Royalty, Serologicals and Buyer shall request early termination of the applicable waiting period under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed any other applicable antitrust regulation; shall respond with reasonable diligence and dispatch to in writing by the Parties), file, on an expedited basis (meaning, with a any request for early termination additional information made in response to such filings or in information request made by any other Governmental Body; and shall keep each other apprized of any communications with, and inquiries or requests for additional information from the waiting period)FTC, DOJ or any other Governmental Body and shall comply with any inquiry or request made thereby. Prior to the Closing, the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) Buyer and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties Sellers shall cooperate with each other to upon the extent reasonably necessary request of the other, in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials reasonable manner in connection with the review obtaining any such anti-trust approval; provided, however, that such cooperation shall not include any requirement of the HSR Filing, each Party shall use its commercially reasonable efforts Buyer or the Sellers or any of their respective Affiliates to comply with such request. Each Party shall each cooperate reasonably with the other commence or participate in connection with resolving any inquiry litigation or investigation by to take any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, action that would have a Material Adverse Effect for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirementsSellers, or other understandings required or requested by for Buyer a material adverse effect on the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyBuyer.

HSR Filing. Each Party (or its “ultimate parent entity” as If BMS notifies MTEM pursuant to Section 4.4.1 that term an HSR Filing is defined under the HSR Act required for BMS to exercise an Option, then each of BMS and its implementing regulations) shallMTEM will, within ten (10) business days after the Execution Date [***] of such notice from BMS (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the United States U.S. Department of Justice (the “DivisionDOJ”), ) any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Each of the Parties shall agrees to cooperate with each other in the antitrust clearance process, including by furnishing to the extent other Party such necessary information and reasonable assistance as the other Party may reasonably necessary request in the connection with its preparation of any such filing or submission that is necessary under the HSR Filing. As Act and other antitrust requirements, and to furnish promptly as is practicable after receiving with the FTC, DOJ, and any request from other antitrust authority, any appropriate Governmental Authority for information, documents, or other materials information requested by them in connection with such filings. Each Party shall furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall otherwise keep the review other Party apprised of the HSR Filingstatus of any material communications with, each Party and any inquiries or requests for additional information from, the FTC, DOJ and any other antitrust authority, and shall use its commercially reasonable efforts to comply promptly with any such inquiry or request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform give the other Party of any communication the opportunity to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one anotherreview in advance, and will shall consider in good faith the views of one anotherother Party’s reasonable comments in connection with, any proposed filing or communication with the FTC, DOJ or any other antitrust authority. Each Party shall consult with the other Party, to the extent practicable, in connection advance of participating in any substantive meeting or discussion with preparing the FTC, the DOJ or any submission or presentation other antitrust authority with respect to any Governmental Authority in connection with any filings, investigation or inquiry and, to the extent permitted by such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Lawantitrust authority, the Parties will permit authorized representatives of give the other Party to the opportunity to attend and participate therein. Each Party will be present at any meetingresponsible for its own costs and expenses (other than filing fees, telephone call or conference with such Government Authority in connection which BMS will pay) associated with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyFiling.

HSR Filing. Each Party Both Parties (or its their Affiliates) shall file the appropriate notices (the “ultimate parent entity” as that term is defined HSR Filings”) under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act (“HSR Act and its implementing regulationsAct”) shall, within ten (10) business days Business Days after the Execution Date (or such later time as may be agreed Date. The Parties shall promptly make required filings to in writing by obtain clearance under the Parties), file, on an expedited basis (meaning, with a request HSR Act for early termination the consummation of this Agreement and the transactions contemplated hereby and shall keep each other apprised of the waiting period)status of any communications with, and any inquiries or requests for additional information from, the filing fee of which shall be borne by the Parties equally, with the United States States’ Federal Trade Commission (“FTC”) and or the Antitrust Division of the United States Department of Justice (“DOJ”) and shall comply promptly with any reasonable FTC or DOJ inquiry or request of this nature; provided that [***]. Each Party shall be responsible for paying the filing fees it incurs in connection with the HSR Filings. As used herein, the “Division”), any HSR Filing required Clearance Date” means the earlier of it (a) the date on which the FTC or DOJ shall notify the Parties of early termination of the waiting period under the HSR Act or (b) the date on which the applicable waiting period under the HSR Act expires; provided that, if the FTC or DOJ commences any investigation by means of a second request or otherwise, HSR Clearance Date means the date on which any investigation opened by the FTC or DOJ has been terminated, without action to prevent the Parties from implementing the transactions contemplated by this Agreement with respect to the transactions contemplated herebyUnited States. The Parties shall cooperate with each Notwithstanding any other provisions of this Agreement to the extent reasonably necessary in the preparation of any such contrary, either Party may terminate its obligation under this Section 2.2 (HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another), and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, be void and either Party shall not without the prior written consent of no further effect upon notice to the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following on or before the Execution Date, date that is [***] after the date on which both Parties may each terminate this Agreement upon written notice to have made their respective HSR Filings and the other Party.initial waiting period under the HSR Act has commenced. Article 3 DEVELOPMENT Program

HSR Filing. Each Party (or its “ultimate parent entity” a) If a filing is required pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as that term is defined under amended (the "HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the PartiesAct"), fileeach Cerberus Party agrees to make, on and to cause its Affiliates to make, as applicable, an expedited basis (meaning, with appropriate filing of a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) Notification and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby. The by the Merger Agreement at the time directed by DigitalGlobe or by this Agreement in connection with any acquisition pursuant to Section 1.1(a)(i), and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its reasonable best efforts to take, or cause to be taken, all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) as soon as practicable. (b) Subject to the terms and conditions of this Agreement, each of DigitalGlobe and the Cerberus Parties shall, and shall cause its Affiliates to use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Affiliates with respect to the Combination and the transactions contemplated by this Agreement, to obtain (and to cooperate with each the other party to the extent reasonably necessary in the preparation of any such HSR Filing. As obtain) as promptly as is practicable after receiving any request from any appropriate Governmental Authority for informationconsent, documentsauthorization, order or approval of, or any exemption by, any Governmental Entity and any other materials third party which is required to be obtained by any Cerberus Party or DigitalGlobe or any of their respective Affiliates in connection with the review Combination and the transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. (c) Subject to the terms and conditions of this Agreement, each of DigitalGlobe and the Cerberus Parties shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including using all reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the HSR Filingparties to consummate the transactions contemplated hereby and using all reasonable efforts to defend any litigation seeking to enjoin, each Party prevent or delay the consummation of the transactions contemplated hereby or seeking material damages. (d) Each of the parties hereto shall use its commercially reasonable best efforts to comply (i) cooperate in all respects with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any filing with or submission to a Governmental Entity in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or investigation by any before, or communications with, a Governmental Authority Entity relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination transactions contemplated hereby, including any governmental inquiry, investigation or expiration proceeding initiated by a private party, and (ii) keep the other party informed in all material respects and on a reasonably timely basis of any waiting periods under communication received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any Applicable Laws and/or to obtain the approval other Governmental Entity and of any antitrust Governmental Authoritycommunication received or given by a private party in connection with any governmental inquiry, as applicableinvestigation or proceeding, for in each case regarding any of the transactions contemplated hereby. In furtherance and not in limitation Subject to applicable Laws relating to the exchange of information, DigitalGlobe shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that each of the foregoingparties hereto shall have the right to review in advance, and to the extent practicable each Party shall promptly inform will consult the other Party of on, all the information relating to the other parties and their respective Subsidiaries or Affiliates, as the case may be, that appears in any communication to filing made with, or from written materials submitted to, any third party or any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority Entity in connection with any such governmental inquiry. Except as may be prohibited by any Governmental Authority , investigation or by any Applicable Law, the Parties will permit authorized representatives of the other Party proceeding with respect to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, each party shall have the right to attend (to the extent permitted by the Agreement as part of relevant Governmental Authority) or be promptly and fully informed following material conferences and meetings between the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through other party and regulators concerning the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Partytransactions contemplated hereby. Notwithstanding anything to the contrary contained hereinin this Agreement, DigitalGlobe shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust, competition and other approvals of Governmental Authorities, and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. Notwithstanding the cooperation of the parties required by this Section 3.2, in the event a the parties do not agree with respect to any matter in connection with the required clearances and approvals from Governmental Authority plans to enjoin Authorities, DigitalGlobe’s decision will control. DigitalGlobe and the transaction contemplated hereinCerberus Parties may, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Dateas each deems advisable and necessary, the Parties may each terminate this Agreement upon written notice reasonably designate any competitively sensitive material provided to the other under this Section 3.2 as "Antitrust Counsel Only Material." Such Antitrust Counsel Only Material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (a Cerberus Party or DigitalGlobe, as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 3.2, materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation, pricing and other competitively sensitive terms from an antitrust perspective in the Contracts of a Cerberus Party, DigitalGlobe and their respective Affiliates.

HSR Filing. Each Party Seller and Buyer shall, as promptly as practicable, but in no event later than five calendar days following the execution and delivery of this Agreement, submit all filings required by the HSR Act (the "HSR Filing") to the DOJ and FTC, and thereafter provide, as appropriate, any supplemental information requested in connection therewith pursuant to the HSR Act and make any similar filing within, to the extent reasonably practicable, a similar time frame with any other Governmental Authority for which such filing is required. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act or other applicable antitrust regulation. Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its “ultimate parent entity” as that term preparation of any filing or submission which is defined necessary under the HSR Act or other applicable antitrust regulation. Each of Buyer and its implementing regulations) shall, within ten (10) business days after Seller will promptly inform the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation party of any material communication received by such HSR Filing. As promptly as is practicable after receiving any request party from any appropriate Governmental Authority for information, documents, or other materials in connection with the review respect of the HSR Filing, each Party shall . Each of the parties will (a) use its respective commercially reasonable efforts to comply as expeditiously as possible with such request. Each Party shall all requests of any Governmental Authority for additional information and documents, including information or documents requested under the HSR Act or other applicable antitrust regulation; (b) not (i) extend any waiting period under the HSR Act or any applicable antitrust regulation or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except, in each case, with the prior consent of the other parties; and (c) cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to parties and use its commercially reasonable efforts to secure termination contest and resist any administrative or expiration judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated herebyby this Agreement. In furtherance and not in limitation Without limiting the generality of the foregoing, each Party shall promptly inform of Buyer and Seller agrees to cooperate with the other Party party to effect prior to the Closing Date, the sale, divestiture or disposition of any communication to such assets or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except businesses of Buyer, Symphony or their respective Subsidiaries as may be prohibited by any Governmental Authority or by any Applicable Law, required in order to avoid the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirementsentry of, or other understandings required to effect the dissolution of, any Order (whether temporary, preliminary or requested by permanent), which would otherwise have the FTC effect of preventing or delaying the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by the Agreement as part of the HSR processhereby; or (ii) agree or otherwise provided, however, that neither Buyer nor Seller shall be required to sell sell, divest or otherwise dispose of, hold separate (through the establishment of any material asset or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations businesses of such Partyparty. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if Buyer shall pay all filing fees under the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyAct.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act of CARDIOME and its implementing regulations) Merck shall, within ten seven (107) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties)Date, file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”)Justice, any HSR Filing required of it under the HSR Act with respect to the transactions contemplated herebysubject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall will cooperate with each other one another to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving The Parties hereto commit to instruct their respective counsel to cooperate with each other and use good faith, reasonably diligent efforts to facilitate and expedite the identification and resolution of any request such issues and, consequently, the early termination of the applicable HSR Act waiting period, and, failing early termination, the expiration of the applicable HSR Act waiting period. Such good faith, reasonably diligent efforts shall include counsel’s undertaking: (i) to keep each other appropriately informed of communications received from any and submitted to personnel of the reviewing antitrust authority; and (ii) to confer with each other regarding appropriate Governmental Authority for information, documents, or other materials contacts with and response to personnel of the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice; and (iii) specifically pursuing early termination of the initial HSR Act waiting period. All costs and expenses incurred in connection with any HSR Filing shall be paid by the review Party incurring such costs and expenses, except that Merck will be responsible for the filing fee associated with any HSR Filing. In respect of the any HSR Filing, each Party shall of CARDIOME and Merck will use its commercially reasonable good faith, reasonably diligent efforts to comply with such request. Each Party shall each cooperate reasonably with eliminate any concern on the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration part of any waiting periods under any Applicable Laws and/or to obtain court or governmental authority regarding the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation legality of the foregoingproposed transaction, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider including cooperating in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited government investigation and the prompt production of documents and information demanded by any Governmental Authority or by any Applicable Lawa second request for documents and of witnesses if requested, and to cause the Parties will permit authorized representatives of the other Party HSR Conditions to be present at any meetingsatisfied as soon as is practical, telephone call or conference with such Government Authority as provided in connection with any such inquirySection 21.2. Notwithstanding the foregoing, nothing contained Nothing in this Agreement shall require or obligate either Party toto consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and either each Party and its Affiliates shall not without the prior written consent have no obligation to contest, administratively or in court, any ruling, order or other action of the other Party: (i) agree United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of Third Party respecting the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyAgreement.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) The Company and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties Purchaser shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall and use its their commercially reasonable efforts to comply make, as soon as reasonably practical after the date hereof but no later than December 29, 2014, all necessary filings and submissions that may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) to cause a Series D-1 Triggering Event (as defined in the Restated Certificate) to occur with such requestrespect to the shares of Series D-1 Preferred Stock owned by the Purchaser. Each Party shall each cooperate reasonably with of the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party parties hereto agrees to use its commercially reasonable efforts to secure termination furnish or expiration cause to be furnished, as promptly as practicable, all information and documents requested with respect to the HSR Act and shall otherwise cooperate with the applicable governmental body in order to comply with the HSR Act and cause a Series D-1 Triggering Event to occur in as expeditious a manner as possible. Each of the parties hereto shall consult, and share drafts of any waiting periods under any Applicable Laws and/or filings or communications, a reasonable period of time in advance with respect to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the comments and views of one anotherthe other party in connection with any filing, communication, defense, litigation, negotiation or strategy and any final decisions with respect thereto in each case relating to the HSR Act or any antitrust or unfair competition law regarding any of the transactions contemplated hereby, to the extent reasonably practicable and to the extent permitted by applicable law, and shall give the other party and its Representatives a reasonable advance opportunity to attend and participate in any in-person or telephonic meeting or conference with any governmental authority or, in connection with preparing any submission litigation by a private party, relating to the HSR Act or presentation any antitrust or unfair competition law regarding any of the transactions contemplated hereby, and shall provide concurrent copies to the other party of any Governmental Authority material written communications or filings with respect thereto. Each of the parties hereto shall use commercially reasonable efforts to resolve such objections, if any, as any governmental body may assert with respect to this Agreement and the transactions contemplated hereby (including, without limitation, with respect to the Purchaser’s acquisition of additional voting securities of the Company) in connection with the HSR Act or any antitrust or unfair competition law in order to cause a Series D-1 Triggering Event to occur with respect to the shares of Series D-1 Preferred Stock held by the Purchaser. In the event that a suit is instituted by a person or governmental body challenging this Agreement and the transactions contemplated hereby as violative of the HSR Act or any antitrust or unfair competition law, each of the parties shall use commercially reasonable efforts to resist or resolve such suit. Each party shall, upon request by any other party, furnish the other parties with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may reasonably be necessary or advisable in connection with any such inquiry. Except as may be prohibited statement, filing, ruling request, notice or application made by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives on behalf of the other Party parties or any of their respective subsidiaries to be present at any meeting, telephone call third party and/or any governmental body with respect to the HSR Act or conference with such Government Authority in connection with any such inquiryantitrust or unfair competition law. Notwithstanding anything in this Section 7 or this Agreement to the foregoingcontrary, nothing contained in this Section 7 or this Agreement shall require require, or obligate either Party be deemed to require, the Company or the Purchaser (a) to propose, negotiate, offer to, and either Party shall not without the prior written consent commit to or effect any sale, divestiture, or disposition of the other Party: assets or businesses, or licenses or (ib) to agree to hold separate any assets or otherwise become subject agree to any restrictions, conditions, limitations, licensing requirements, similar arrangements or other understandings required to commit to restrict the dominion or requested by the FTC control of its business or the Division to conduct its business in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyspecified manner.

HSR Filing. Each Party 6.4.1 Purchaser and Seller (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period)collectively, the filing fee of which "HSR Parties") shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) make all premerger notification and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing report form filings required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As hereby as promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review reasonably possible following execution and delivery of this Agreement. Each of the HSR Filing, each Party shall Parties agrees to use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving promptly respond to, and fully address, any formal or informal inquiry or investigation request for information by any a Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for Entity regarding the transactions contemplated hereby. In furtherance and not in limitation Each HSR Party will keep the other HSR Party apprised of the foregoing, each Party shall promptly inform the other Party status of any communication inquiries made by any governmental agency or authority with respect to this Agreement or from any Governmental Authority regarding the Agreement and/or the transactions contemplated hereby. 16 6.4.2 Each of the HSR Parties will furnish one another copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "HSR Documents")) between such HSR Party, or any of its respective representatives, on the one hand, and any Governmental Entity, or members of the staff of such agency or authority, on the other hand, with respect to this Agreement or the transactions contemplated hereby; provided, however, that (i) with respect to documents and other materials filed by or on behalf of an HSR Party with the Antitrust Division of the Department of Justice, the Federal Trade Commission or any state attorneys general that are otherwise available for review by the Agreement. Except as other HSR Parties, copies will not be required to be so provided, (ii) the other HSR Parties may delete all revenue figures relating to any service not provided or any product not manufactured or sold by the other HSR Parties or any of their respective subsidiaries (according to such other HSR Party's HSR Documents) and (iii) with respect to any HSR Party's Documents (a) that contain any information which, in the reasonable judgment of such HSR Party's counsel, should not be prohibited by any Governmental Authority furnished to such other HSR Party because of antitrust considerations or by any Applicable Law(b) relate to a request for additional information pursuant to Section (e)(1) of the HSR Act, the Parties will consult and cooperate with one another, and will consider in good faith the views obligation of one another, in connection with preparing any submission or presentation an HSR Party to any Governmental Authority in connection with furnish any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of HSR Documents to the other HSR Party shall be satisfied by the delivery of such HSR Documents on a confidential basis to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. other HSR Parties' counsel pursuant to an appropriate confidentiality agreement. 6.4.3 Notwithstanding the foregoingforegoing provisions in this Section 6.4, nothing contained in this Agreement shall be construed so as to require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; Parties or (ii) agree any of their respective subsidiaries or otherwise be required affiliates to sell sell, license, dispose of or otherwise dispose of, hold separate (through the establishment or a trust or otherwise)separate, or divest itself to operate in any specified manner, any of all their respective assets or businesses (or to require any of the HSR Parties or any portion of their respective subsidiaries or affiliates to agree to any of the business, assets, or operations foregoing). The obligations of such Party. Notwithstanding anything each HSR Party under this Section 6.4 to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if reporting provisions of the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate Act and with its obligations under this Agreement upon written notice to the other PartySection 6.4.

HSR Filing. Each (a) The Seller and the Buyer shall each (i) take promptly all actions necessary to make the filings required of such Party or any of its Affiliates under the HSR Act, (ii) comply at the earliest practicable date with any request for additional information or documentary material received by such Party or any of its “ultimate parent entity” as that term is defined Affiliates from the Federal Trade Commission or the Antitrust Division of the Department of Justice pursuant to the HSR Act and (iii) cooperate with the other Parties in connection with any filing of the Seller under the HSR Act and its implementing regulations) shall, within ten (10) business days after in connection with resolving any investigation or other inquiry concerning the Execution Date (or such later time as may be agreed to in writing Transactions commenced by either the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and or the Antitrust Division of the United States Department of Justice (or state attorneys general. Each Party shall bear its respective filing fees associated with the “Division”), any HSR Filing required of it filings under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each and any other to the extent reasonably necessary similar filings required in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. jurisdictions. (b) In furtherance and not in limitation of the foregoingother covenants of the Parties contained herein, each Party shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the Transactions under any Law relating to anti-trust. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the Transaction as violative of any Law relating to anti-trust, each Party shall cooperate and use commercially reasonable efforts to vigorously contest and resist any such action or proceeding, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (any such decree, judgment, injunction or other order hereinafter referred to as an "Order") that is in effect and that restricts, prevents or prohibits consummation of the Transactions. (c) Each Party shall promptly inform the other Party Parties of any material communication to or received by such Party from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable LawFederal Trade Commission, the Antitrust Division of the Department of Justice or any other governmental or regulatory authority regarding any of the Transactions. Each Party shall advise the other Parties will consult and cooperate promptly of any understandings, undertakings or agreements that such Party proposes to make or enter into with one anotherthe Federal Trade Commission, and will consider in good faith the views Antitrust Division of one another, the Department of Justice or any other governmental or regulatory authority in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyTransactions.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under a) Upon the HSR Act terms and its implementing regulations) subject to the conditions of this Agreement, Purchaser and the Sellers shall, within ten (10) business days after and the Execution Date (or Principal shall cause the Sellers to, make such later time filings as may be agreed to in writing required by the PartiesHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”), filewith respect to the transactions contemplated by this Agreement as promptly as practicable, and in any event on an expedited basis (meaningor prior to January 6, with 2020, which filing shall include a request for early termination of the applicable waiting period). Thereafter, the filing fee of which parties shall supply as promptly as practicable and advisable to the appropriate Governmental Authorities any additional information and documentary material that may be requested, necessary, proper or advisable pursuant to the HSR Act. All such filings to be made shall be borne by the Parties equally, made in substantial compliance with the United States Federal Trade Commission (“FTC”) and the Antitrust Division requirements of the United States Department HSR Act. Purchaser and Sellers shall share equally responsibility for the payment of Justice (the “Division”), any HSR Filing required of it and all filing fees due under the HSR Act with respect to the transactions contemplated hereby. all such filings. (b) The Parties parties hereto shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials and assist one another in connection with all actions to be taken pursuant to this Section 9.11, including the review preparation and making of the HSR Filingfilings referred to therein and, each Party if requested, amending or furnishing additional information thereunder. Each party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with provide or cause to be provided promptly to the other party all necessary information and assistance as any Governmental Authority may from time to time require in connection with resolving obtaining the expiration or termination of waiting periods in relation to these filings or in connection with any inquiry other review or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by this Agreement by a Governmental Authority. The parties shall consult with each other prior to taking any material substantive position with respect to the Agreement. Except as may be prohibited by filings under the HSR Act, in any written submission to, or, to the extent practicable, in any discussions with, any Governmental Authority or by any Applicable Law, Authority. Each party shall permit the Parties will consult other party to review and cooperate with one anotherdiscuss in advance, and will shall consider in good faith the views of one another, the other party in connection with, any analyses, presentations, memoranda, briefs, written arguments, opinions, written proposals or other materials to be submitted to the Governmental Authorities with preparing respect to such filings. In addition, neither party shall agree to participate in any submission substantive meeting or presentation to discussion with any Governmental Authority in connection respect of any filing, review, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby, or enter into any agreement with any Governmental Authority, including, without limitation, extending any antitrust waiting period, unless it consults with the other party in advance, and to the extent permitted by such inquiryGovernmental Authority, gives the other party the opportunity to attend and participate thereat. Except as may be prohibited by Each party shall keep the other apprised of the material content and status of any material communications with, any Governmental Authority or with respect to the transactions contemplated by any Applicable Lawthis Agreement, the Parties will permit authorized representatives of including promptly notifying the other Party to be present at party of any meeting, telephone call or conference with such Government material communication it receives from any Governmental Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject relating to any restrictions, conditions, limitations, licensing requirements, review or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the this Agreement as part of under the HSR processAct. The parties shall, and shall cause their respective Affiliates to use their commercially reasonable efforts to, provide each other with copies of all material, substantive correspondence, filings or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; or provided, however, that materials may be redacted (i) to remove any references to valuation; (ii) agree as necessary to comply with contractual arrangements or otherwise be required Applicable Laws; and (iii) as necessary to sell address reasonable attorney-client, work product or otherwise dispose of, hold separate (through the establishment other privilege or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyconfidentiality concerns.

HSR Filing. Each Party (or its “ultimate parent entity” a) The Parties shall each as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days promptly as practicable after the Execution Date (Signing Date, file or such later time as may cause to be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, filed with the United States U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the United States U.S. Department of Justice (the “DivisionDOJ”), ) and any HSR Filing relevant foreign Governmental Authority any required of it under the HSR Act filings with respect to the transactions contemplated herebyhereby (each a “Required Filing”); provided however, that the Parties shall each file the notifications required to be filed under the HSR Act no later than ten (10) Business Days after the Signing Date. Each Party shall be responsible for its own costs in connection with such filing, except that BMS shall be solely responsible for all applicable filing fees. The Parties shall use commercially reasonable best efforts to respond promptly to any and all requests for additional information made by any of such Government Authorities, and to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and Applicable Laws to satisfy the conditions set forth in Article 15 and to consummate the transactions contemplated by this Agreement as soon as practicable, including by seeking early termination of the HSR waiting period. (b) The Parties will, in connection with any Required Filing, (i) reasonably cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filingany communication, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other filing or submission and in connection with resolving any inquiry investigation or investigation other inquiry, including any proceeding initiated by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform a private party; (ii) keep the other Party and/or its counsel informed of any communication to received by such Party from, or from given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the Agreement and/or the transactions contemplated by this Agreement; (iii) consult with each other in advance of any meeting or conference with the Agreement. Except as may FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by Applicable Law, give the other Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) permit the other Parties and/or their counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be prohibited given by it to the FTC, the DOJ or any other Governmental Authority. (c) The Parties shall use their commercially reasonable best efforts to avoid the entry or enactment of any permanent, preliminary or temporary injunction or other order, decree, decision, determination, judgment, investigation or law that would delay in any material respect, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement if such action should be reasonably necessary or advisable to avoid, prevent, eliminate or remove the actual, anticipated or threatened (i) commencement of any investigation or proceeding in any forum or (ii) issuance or enactment of any order, decree, decision, determination, judgment or law that would delay in any material respect, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated hereby by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyprivate party.

HSR Filing. Each Party Buyer and Sellers agree that as promptly as reasonably practicable following the execution of this Agreement, Buyer and Sellers shall make all premerger notification filings required under (or its “ultimate parent entity” as that term is defined under a) the HSR Act and its implementing regulations) shall, (which shall in any event be made within ten twenty (1020) business days after the Execution Date (or such later time as may be agreed to in writing by the Partiesdate hereof), file, on an expedited basis (meaning, with b) the pre-merger notification rules in any other jurisdiction in which Buyer and Sellers agree applicable law requires a request for early termination of the waiting period), the premerger notification filing fee of (which filing shall be borne made promptly following such determination) and (c) comply at the earliest practical date with any request under the HSR Act for additional information, documents or other materials received by each of them or any of their respective affiliates from the Parties equally, with the United States Federal Trade Commission (“FTC”) and or the Antitrust Division of the United States Department of Justice (the “Division”)in respect of such filings, any HSR Filing required of it under the HSR Act with respect whether such request is formal or informal. Subject to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filingapplicable law, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party Parties hereto of any oral communication to or from with, and provide copies of written communication with, any Governmental Authority regarding the Agreement and/or the transactions contemplated any such filings. No Party shall independently participate in any substantive meeting or discussion, either in person or by the Agreement. Except as may be prohibited by telephone, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other Parties hereto prior notice of the meeting and, to the extent permitted by any Applicable Lawsuch Governmental Authority, the opportunity to attend and/or participate. Subject to applicable law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority another in connection with any such inquiry. Except as may be prohibited analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party hereto relating to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of proceedings under the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all Act or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyantitrust law.

HSR Filing. (a) Each Party of Parent, the Subs and the Company shall, as soon as practicable, and in any event no later than five (or its “ultimate parent entity” as that term is defined 5) Business Days from the Signing Date, make any initial filings required under the HSR Act Act, and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time supply as promptly as reasonably practicable any additional information and documentary material that may be agreed to in writing requested by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating Entity pursuant to the HSR Filing. Each Party agrees Act, and the parties shall proceed to use its commercially reasonable efforts prepare and file with the appropriate Governmental Entities all authorizations, consents, notifications, certifications, registrations, declarations and filings that are necessary in order to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or consummate the transactions contemplated by this Agreement and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the Agreementprosecution of, such matters. Except as may Any fees associated with filings under or pursuant to the HSR Act contemplated by this Section 4.6 shall be prohibited shared equally by any Governmental Authority or by any Applicable Law, Parent and the Parties will Company. (b) The parties hereto shall consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or presentation to submitted by or on behalf of any Governmental Authority party hereto in connection with proceedings under or relating to the HSR Act. Without limiting the foregoing, each of the Company, Parent and Subs shall use commercially reasonable efforts: (i) to make promptly any required submissions under the HSR Act with respect to this Agreement, the Merger and the other transactions contemplated hereby; (ii) to furnish information required in connection with such submissions under the HSR Act; (iii) to keep the other parties reasonably informed with respect to the status of any such inquiry. Except as submissions under the HSR Act, including with respect to: (A) the receipt of any non-action, action, clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under the HSR Act, the Federal Trade Commission Act (the “FTC Act”), the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) or the Xxxxxxx Antitrust Act (the “Xxxxxxx Act”) (HSR Act, FTC Act, Xxxxxxx Act and Xxxxxxx Act, collectively “Antitrust Law”) and (4) the nature and status of any objections raised or proposed or threatened to be raised under the HSR Act, FTC Act, Xxxxxxx Act or Xxxxxxx Act with respect to this Agreement, the Merger or the other transactions contemplated hereby; and (iv) to obtain all necessary actions or non-actions, waivers, consents, clearances and approvals from any Governmental Entity. (c) The Company, Parent and Subs shall: (i) promptly notify the others of, and if in writing, furnish the outside legal counsel for the others with copies of (or, in the case of oral communications, advise the others of the contents of) any communication to such person from a Governmental Entity and permit the others to review and discuss in advance (and to consider in good faith any comments made by the others in relation to) any proposed written communication to a Governmental Entity; provided that materials may be prohibited by redacted (x) to remove references concerning the valuation of the Company or other highly confidential materials, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; and (ii) keep the others reasonably informed of any developments, meetings or discussions with any Governmental Authority Entity in respect of any filings, investigation, or by inquiry concerning the Merger. No party to this Agreement shall participate in or agree to participate in any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any substantive meeting, telephone call or conference discussion with any Governmental Entity in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to such Government Authority matters unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate in such meeting, telephone call or discussion. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. (d) In furtherance and not in limitation of the foregoing, if any objections are asserted with respect to the transactions contemplated hereby under the HSR Act, FTC Act, Xxxxxxx Act, Xxxxxxx Act or if any investigation, litigation or other administrative or judicial action or proceeding is commenced or proposed or threatened to be commenced challenging any of the transactions contemplated hereby as violative of the HSR Act, FTC Act, Xxxxxxx Act or Xxxxxxx Act or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of the Company, Parent and Subs shall use commercially reasonable efforts to resolve, and to cooperate and assist the other parties in resolving, any such objections, investigation or litigation, action or proceeding, and shall make such proposals and take such actions so as to permit the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable in accordance with applicable Law (including the Antitrust Law). (e) Each party to this Agreement shall (i) subject to subsection (d) above, respond as promptly as reasonably practicable to any inquiries or requests for additional information and documentary material received from any Governmental Entity in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in antitrust or competition matters related to this Agreement shall require and the transactions contemplated by this Agreement, (ii) not extend any waiting period or obligate either Party to, and either Party shall not without agree to refile under the HSR Act (except with the prior written consent of the other Partyparty hereto) and (iii) not enter into any agreement with any Governmental Entity agreeing not to consummate the transactions contemplated by this Agreement. (f) If any objections are asserted with respect to the transactions contemplated hereby under any regulatory law or if any action, whether judicial or administrative, is instituted by any Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of the HSR Act, FTC Act, Xxxxxxx Act or Xxxxxxx Act, each of Parent, Subs and the Company shall use its commercially reasonable efforts to: (i) agree oppose or otherwise become subject defend against any action to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein); and/or (ii) take such action as reasonably necessary to overturn any restrictionsregulatory action by any Government Entity to block consummation of this Agreement (and the transactions contemplated herein), conditions, limitations, licensing requirementsincluding by defending any action brought by any Governmental Entity in order to avoid entry of, or other understandings required to have vacated, overturned or requested terminated, including by the FTC appeal if necessary, in order to resolve any such objections or the Division in connection the FTC’s challenge as such Governmental Entity or Division’s investigation private party may have to such transactions under such regulatory law so as to permit consummation of the transactions contemplated by this Agreement, provided that Parent, Subs and the Agreement as part of Company shall cooperate with one another in connection with all proceedings related to the HSR process; foregoing and Parent shall have final decision making authority on any action or (iidecision required under this Section 4.6(f) agree or otherwise be required under Section 4.6(g) below to sell or otherwise dispose ofinsure that Parent can meet its obligations and its ability to consummate the transaction. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, hold separate (through the establishment or a trust or otherwise)work product doctrine, or divest itself of all joint defense privilege or any portion of the business, assets, or operations of such Party. other privilege pursuant to this section so as to preserve any applicable privilege. (g) Notwithstanding anything to the contrary contained hereinin this Section 4.6 or elsewhere in this Agreement, in the event a Governmental Authority plans Parent and Subs shall have no obligation under this Agreement: (i) to enjoin the transaction contemplated hereindivest or agree to divest (or cause any of its subsidiaries to divest or agree to divest) any of its or their respective businesses, product lines or assets, or if to take or agree to take (or cause any of its subsidiaries to take or agree to take) any other action with respect to their or the HSR Clearance Date has not occurred within six Company’s or the Final Surviving Entity’s respective businesses, product lines or assets or (6ii) months following to agree (or cause any of its subsidiaries to agree) to any limitation or restriction on any of its or their respective businesses, product lines or assets. (h) Notwithstanding anything in this Agreement to the Execution Datecontrary, the Parties may each terminate this Agreement upon written notice Company shall not, without the consent of Parent, publicly or before any Governmental Entity or other third party, offer, suggest, propose or negotiate, and shall not commit to or effect, by consent decree, hold separate order or otherwise, any sale or divestiture. The Company, Parent and Subs and any of their respective Affiliates shall not take any action with the intention to hinder or delay the obtaining of clearance or any necessary approval of any Antitrust Authority under an Premerger Notification Rule or Antitrust Law or the expiration of the required waiting period under the Premerger Notification Rules or Antitrust Law. (i) If any divestiture agreed to by the Parent requires action by or with respect to the other PartyCompany or its businesses or assets, and such action would constitute a breach of this Agreement, the Parent hereby agrees to consent to the taking of such action by the Company and any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger.

HSR Filing. Each Party (or its “ultimate parent entity” as that term a) If a filing is defined required under the HSR Act in connection with the transactions contemplated under this Agreement, as promptly as practicable and its implementing regulations) shall, within in any event not later than ten (10) business days after Business Days following the Execution Date (or such later time Date, Seller and Buyer will file with the Federal Trade Commission and the Department of Justice, as applicable, the required notification and report forms and will as promptly as practicable use their commercially reasonable efforts to furnish any supplemental information which may be agreed to requested in writing by the Parties), file, on an expedited basis (meaning, with a connection therewith. Seller and Buyer will request for early termination of the applicable HSR Act waiting period), period and use commercially reasonable efforts to obtain the termination of such waiting period as promptly as possible. Each of Seller and Buyer will bear its own costs and expenses relating to the compliance with this Section 5.5. Buyer and Seller shall share equally the cost of the filing fee of which shall be borne by the Parties equally, fees associated with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing filings required of it under the HSR Act Act. (b) Seller and Buyer shall coordinate and cooperate (as permitted by applicable Law) with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 5.5. Each of Seller and Buyer shall use commercially reasonable efforts to supply such reasonable assistance as may be reasonably requested by the other Party hereto in connection with the foregoing. Each of Seller and Buyer (i) shall promptly notify the other Party of (and, at the other Party’s reasonable request, supply to such other Party) any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings pertaining to the transactions contemplated hereby. The Parties shall cooperate with each other , to the extent reasonably necessary in permitted by applicable Law; (ii) shall, to the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for informationextent permitted by applicable Law, documents, or consult and cooperate with the other materials Party in connection with the review any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of the HSR Filing, each any Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by all meetings, actions, discussions and proceedings with any Governmental Authority relating to the HSR Filing. Each Party agrees such filings, including, subject to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authorityapplicable Laws, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of permitting the other Party to be present at review in advance any meetingproposed written communication to any such Governmental Authority and incorporate the other Party’s reasonable comments, telephone call (iii) agrees not to participate in any meeting or conference with such Government Authority in connection discussion with any such inquiry. Notwithstanding the foregoingGovernmental Authority in respect of any filing, nothing contained in this Agreement shall require investigation or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of inquiry concerning the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the Agreement other Party the opportunity to attend; and (iv) shall comply, as part of promptly as is reasonably practicable, with any requests received by such Party under the HSR process; Act for additional information, documents or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partymaterials.

HSR Filing. Each Party (or its “ultimate parent entity” as Notwithstanding Section 4.2(a), if Curis determines that term is defined under the transactions contemplated herein are subject to the HSR Act Act, then Curis shall promptly (and its implementing regulationsin any event no later than [**] days prior to expiration of the Option Period) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to notify Aurigene in writing by of such determination, in which event the Parties)following shall apply: i. As soon as reasonably practicable, fileand in no event later than [**] days, on an expedited basis (meaningafter Curis notifies Aurigene of such determination, with a request for early termination each of the waiting period), the filing fee of which Curis and Aurigene shall be borne by the Parties equally, file with the United States U.S. Federal Trade Commission (“FTC”) and or the Antitrust Division of the United States U.S. Department of Justice (the “DivisionDOJ”), as applicable, a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) relating to the transactions contemplated herein as required by the HSR Act. Curis shall be responsible for any and all filing fees associated with any such filings under or pursuant to the HSR Filing Act. Except as set forth in the preceding sentence, each Party shall be responsible for costs and expenses it incurs in connection with the preparation of such filings or the performance of its other obligations under this Section 4.2(b). ii. Each of Curis and Aurigene shall (A) promptly supply the other Party with any information which may be required in order to effectuate such filings, (B) use reasonable best efforts promptly to cause the expiration or termination of it any applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent and any applicable foreign antitrust laws and (C) promptly supply any additional information which reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division DOJ and which the Parties may reasonably deem appropriate. iii. Each of Curis and Aurigene will notify the other Party promptly upon the receipt of (A) any comments from any officials of the FTC or the DOJ in connection with any filings made pursuant hereto and (B) any request by any officials of the FTC’s FTC or Division’s investigation of the DOJ for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, the HSR Act. iv. The Option Period for such Program, including Curis’ right to exercise the Option for such Program, shall be extended until [**] days after the earliest of: (A) the date upon which the waiting period under the HSR Act expires or terminates early; (B) the date upon which a closing letter is received from the FTC or DOJ, as the case may be, with regard to the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Party.indicating that all requests have been satisfactorily

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within Within ten (10) business days after the Execution Date following execution of this Agreement, Seller (or such later time its ultimate parent entity, as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, applicable) and Buyer will file with the United States Federal Trade Commission (“FTC”) and the Department of Justice, as applicable, the notification and report forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Division Improvements Act of 1976, as amended (the “HSR Act”), and will seek “early termination” of the United States statutory waiting period. The Parties will comply with their respective obligations under Section 7.3 in connection with the preparation of that filing and responding to any inquiries or requests in connection therewith. Buyer and Seller will, as promptly as practicable, furnish any supplemental information which may be requested in connection therewith. Buyer and Seller will use Reasonable Efforts to: (a) make or modify all other filings and submissions on a prompt and timely basis in connection with the filings required under the HSR Act, and (b) promptly resolve any objection asserted by any Governmental Entity to the transactions contemplated by this Agreement. Seller and Buyer will each bear all of their own costs and expenses relating to its compliance with this Section; provided, however, that all filing fees required with respect to the filings pursuant to the HSR Act shall be paid by Buyer. Buyer and Seller will furnish to the other such necessary information and assistance as reasonably requested by the other party in connection with any necessary filings and submissions pursuant to the HSR Act. Buyer and Seller shall notify and keep the other party informed as to any material communication from the Federal Trade Commission and/or the Department of Justice (the “Division”), or any HSR Filing required of it under the HSR Act with respect to other applicable Governmental Entity regarding the transactions contemplated hereby. The Parties Neither Seller nor Buyer shall cooperate (a) participate in any substantive meeting or discussion with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials Entity in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably transactions contemplated by this Agreement unless it consults with the other party in connection with resolving advance, and if permitted, allows the other party the opportunity to participate, or (b) consent to any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration voluntary extension of any statutory deadline or waiting periods under period or to any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation voluntary delay of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by this Agreement at the Agreement as part behest of any Governmental Entity without the consent of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyother.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under a) Purchaser, the HSR Act Sellers and its implementing regulations) shall, within ten (10) business days after the Execution Date (or Principal have made such later time as may be agreed to in writing filings required by the Parties)Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission as amended (“FTC”) and the Antitrust Division of the United States Department of Justice (the “DivisionHSR Act”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated herebyby this Agreement and received early termination of the applicable waiting period. The Parties parties shall supply as promptly as practicable and advisable to the appropriate Governmental Authorities any additional information and documentary material that may be requested, necessary, proper or advisable pursuant to the HSR Act, in substantial compliance with the requirements of the HSR Act. (b) The parties hereto shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials and assist one another in connection with all actions to be taken pursuant to this Section 9.11, including the review of the HSR Filingpreparation, each Party making, amending or furnishing additional information thereunder. Each party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with provide or cause to be provided promptly to the other party all necessary information and assistance as any Governmental Authority may from time to time require in connection with resolving any inquiry review or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by this Agreement by a Governmental Authority. The parties shall consult with each other prior to taking any material substantive position with, in any written submission to, or, to the Agreement. Except as may be prohibited by extent practicable, in any discussions with, any Governmental Authority or by any Applicable Law, Authority. Each party shall permit the Parties will consult other party to review and cooperate with one anotherdiscuss in advance, and will shall consider in good faith the views of one another, the other party in connection with, any analyses, presentations, memoranda, briefs, written arguments, opinions, written proposals or other materials to be submitted to the Governmental Authorities. In addition, neither party shall agree to participate in any substantive meeting or discussion with preparing any submission or presentation to any Governmental Authority in connection respect of any filing, review, investigation or other inquiry concerning this Agreement or the transactions contemplated hereby, or enter into any agreement with any Governmental Authority, unless it consults with the other party in advance, and to the extent permitted by such inquiryGovernmental Authority, gives the other party the opportunity to attend and participate thereat. Except as may be prohibited by Each party shall keep the other apprised of the material content and status of any material communications with, any Governmental Authority or with respect to the transactions contemplated by any Applicable Lawthis Agreement, the Parties will permit authorized representatives of including promptly notifying the other Party to be present at party of any meeting, telephone call or conference with such Government material communication it receives from any Governmental Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject relating to any restrictions, conditions, limitations, licensing requirements, review or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the this Agreement as part of under the HSR processAct. The parties shall, and shall cause their respective Affiliates to use their commercially reasonable efforts to, provide each other with copies of all material, substantive correspondence, filings or communications between them or any of their respective representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; or provided, however, that materials may be redacted (i) to remove any references to valuation; (ii) agree as necessary to comply with contractual arrangements or otherwise be required Applicable Laws; and (iii) as necessary to sell address reasonable attorney-client, work product or otherwise dispose of, hold separate (through the establishment other privilege or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyconfidentiality concerns.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) The Company and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties Investor shall cooperate with each other and use their reasonable best efforts to make, as soon as reasonably practical after the extent reasonably date hereof but no later than five (5) business days following the date of this Agreement, all necessary in filings and submissions that may be required (the preparation “HSR Filings”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any such 1976, as amended (the “HSR FilingAct”). As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review Each of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party parties hereto agrees to use its commercially reasonable best efforts to secure termination furnish or expiration cause to be furnished, as promptly as practicable, all information and documents requested with respect to the HSR Act and shall otherwise cooperate with the applicable governmental body in order to comply with the HSR Act. Each of the parties hereto shall consult, subject to applicable law and redaction where necessary, and share drafts of any waiting periods under any Applicable Laws and/or filings or substantive communications, a reasonable period of time in advance with respect to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the comments and views of one anotherthe other party in connection with any filing, communication, defense, litigation, negotiation or strategy and any final decisions with respect thereto in each case relating to the HSR Act or any antitrust or unfair competition law regarding any of the transactions contemplated hereby, to the extent reasonably practicable and to the extent permitted by applicable law, and shall give the other party and its representatives a reasonable advance opportunity to attend and participate in any substantive in-person or telephonic meeting or conference with any governmental authority or, in connection with preparing any submission litigation by a private party, relating to the HSR Act or presentation any antitrust or unfair competition law regarding any of the transactions contemplated hereby, and shall provide concurrent copies to the other party of any Governmental Authority substantive material written communications or filings with respect thereto. Each of the parties hereto shall use reasonable commercial efforts to resolve such objections, if any, as any governmental body may assert with respect to this Agreement and the transactions contemplated hereby in connection with the HSR Act or any antitrust or unfair competition law. Subject to applicable laws and redaction where necessary, each party shall, upon request by any other party, furnish the other parties with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may reasonably be necessary or advisable in connection with any such inquiry. Except as may be prohibited statement, filing, ruling request, notice or application made by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives on behalf of the other Party parties or any of their respective subsidiaries to be present at any meeting, telephone call third party and/or any governmental body with respect to the HSR Act or conference with such Government Authority in connection with any such inquiryantitrust or unfair competition law. Notwithstanding anything in this Section 7 or this Agreement to the foregoingcontrary, nothing contained in this Section 7 or this Agreement shall require require, or obligate either Party be deemed to require, the Company or the Investor (a) to propose, negotiate, offer to, and either Party shall not without the prior written consent commit to or effect any sale, divestiture, or disposition of the other Party: assets or businesses, or licenses, (ib) to agree to hold separate any assets or otherwise become subject agree to any restrictions, conditions, limitations, licensing requirements, similar arrangements or to commit to restrict the dominion or control of its business or to conduct its business in a specified manner or (c) to agree to any other understandings required or requested by the FTC or the Division remedy in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of order to secure the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyClearance.

HSR Filing. (a) Each Party party hereto agrees to (or its “ultimate parent entity” as that term is defined under i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable after the date of this Agreement, and its implementing regulations) shall, in any event within ten (10) business days of this Agreement, (ii) prepare and file any notifications, filings, registrations and other materials required or necessary under any other applicable Regulatory Law, as promptly as practicable after the Execution Date date of this Agreement, (or such later time iii) supply as promptly as reasonably practicable any additional information and documentary material that may be agreed requested pursuant to in writing by the Parties)HSR Act or any other Regulatory Law and (iv) use its reasonable best efforts to take or cause to be taken all other actions necessary, fileproper or advisable consistent with this Section 4.3 to cause the expiration or termination of the applicable waiting periods, on an expedited basis (meaningor receipt of required authorizations, with a as applicable, under the HSR Act or any other Regulatory Law as promptly as reasonably practicable. Without limiting the foregoing, the parties shall request for and shall use reasonable best efforts to obtain early termination of the waiting period)period under the HSR Act, and shall not take nor agree to take any action that would reasonably be expected to delay consummation of the Transactions. (b) In connection with the obligations set forth in this Section 4.3, each of the Purchaser and the Seller shall use reasonable best efforts, subject to applicable Legal Requirements, to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any Proceeding initiated by a private party; (ii) promptly notify and provide copies to the party of any communication received by such party from, or given by such party to, the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (the “FTC”) and ), the Antitrust Division of the United States U.S. Department of Justice (the “DivisionDOJ”)) or any other Governmental Body and of any communication received or given in connection with any Proceeding by a private party, in each case regarding any HSR Filing required of it the Transactions, consult with each other in advance of any communications, including meetings and conferences, to or with, the FTC, the DOJ or any other Governmental Body or, in connection with any Proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Body or other Person, give the other party the opportunity to review in advance any such communications and participate in and attend any such meetings and conferences; and (iv) not settle or compromise any investigation or other inquiry, including any Proceeding initiated by a private party, or extend any waiting period under the HSR Act or any other applicable Regulatory Law, with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for informationTransactions, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with without the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. party’s express written consent. (c) In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives covenants of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing parties contained in this Agreement shall require Section 4.3, if any objections are asserted with respect to the Transactions under any Legal Requirement or obligate either Party toif any lawsuit is instituted (or threatened to be instituted) by the FTC, and either Party shall not without the prior written consent DOJ or any other applicable Governmental Body or any private party challenging any of the other Party: (i) agree or otherwise become subject to Transactions as violative of any restrictionsLegal Requirement, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation each of the transactions contemplated by Purchaser and the Agreement Seller shall, as part promptly as reasonably practicable, use its reasonable best efforts to resolve any such objections or lawsuits so as to permit the consummation of the HSR process; Transactions, including in order to resolve such objections or (ii) agree lawsuits which if not resolved, would reasonably be expected to prevent, materially impede or otherwise be required to sell or otherwise dispose of, hold separate (through materially delay the establishment or a trust or otherwise), or divest itself of all or any portion consummation of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyTransactions.

HSR Filing. 11.9.1 Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act of Licensee and its implementing regulations) Pfizer shall, within as soon as reasonably practicable, and in any event no later than ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party with respect to the transactions contemplated herebyhereby to occur at the Closing. The Parties shall cooperate Table of Contents with each other one another to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review Filing and neither Party shall seek early termination of the waiting period outlined in the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such requestAct without the written consent of the other Party. Each Party shall each cooperate reasonably be responsible for its own costs and expenses associated with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of ; provided, however, that Licensee shall be solely responsible for any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the fees (other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as than penalties that may be prohibited by any Governmental Authority incurred as a result of actions or by any Applicable Law, omissions on the Parties will consult and cooperate with one another, and will consider in good faith the views part of one another, in connection with preparing any submission or presentation Pfizer) required to be paid to any Governmental Authority in connection with submitting any such inquiryHSR Filing. 11.9.2 Each of Licensee and Pfizer shall cooperate in good faith with all Governmental Authorities in connection with the HSR Filing and undertake promptly any and all actions required by such Governmental Authorities to complete lawfully the transactions contemplated by this Agreement to occur at the Closing as soon as practicable (but in any event prior to the Outside Date). Except Licensee shall take any and all actions necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Governmental Authority or the issuance of any Order, in each case relating to the HSR Filing, that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the transactions contemplated hereby to occur at the Closing, including (a) proffering and consenting or agreeing to an Order or other agreement providing for the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of Licensee, the Licensee’s subsidiaries or an Affiliate of Licensee and (b) promptly effecting the sale, licensing or other disposition, or holding separate of assets or lines of business, or termination of any contract or other business relationship, in each case, at such time as may be prohibited necessary to permit the lawful consummation of the transactions contemplated hereby to occur at the Closing on or prior to the Outside Date. The entry by any Governmental Authority in any suit or by any Applicable Lawaction of an Order, in each case relating to the Parties will permit authorized representatives of HSR Filing, permitting the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by hereby to occur at the Agreement as part Closing but requiring any of the HSR process; assets or (ii) agree lines of business of Licensee or any Affiliate of Licensee to be sold, licensed or otherwise disposed or held separate thereafter shall not be required deemed a failure to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or satisfy any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, conditions specified in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartySection 3.3.1.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined a) If the Vendor and the Purchaser have not filed notifications required under the HSR Act and its implementing regulationsbefore the Effective Date, they shall each file their respective notifications within five (5) shall, within ten (10) business days Business Days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) Effective Date. The Vendor and the Antitrust Division of the United States Department of Justice (the “Division”), Purchaser shall cooperate with each other and shall furnish to each other all information necessary or desirable in connection with making any HSR Filing required of it filing under the HSR Act or in connection with resolving any investigation or other inquiry by any Governmental Authority under the HSR Act or any state or federal laws relating to competition Laws with respect to the transactions contemplated hereby. by this Agreement. (b) The Parties shall cooperate with each other to Vendor and the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party Purchaser shall promptly inform the other Party of any communication to with, and any proposed understanding, undertaking or from agreement with, any Governmental Authority. Neither the Vendor nor the Purchaser shall participate in any substantive meeting (in person or by telephone) with any Governmental Authority regarding any notification filed under the Agreement and/or HSR Act or any resulting inquiry or investigation relating to the transactions transaction contemplated by this Agreement without giving the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Lawother party prior notice of, and the opportunity to participate in, the Parties meeting to the extent reasonably practicable. To the extent permitted by Law and reasonably practicable, the parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings under or relating to the HSR Act or other competition Laws. The Vendor or the Purchaser may, if it reasonably deems it necessary, designate any competitively sensitive material provided to the other under this Section 4.14 as "outside counsel only". Such materials and information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such inquiry. Except outside counsel to representatives of the recipient, unless express written permission is obtained in advance from the source of the materials. (c) The Vendor and the Purchaser shall use their respective commercially reasonable efforts to secure the expiration or termination of any waiting periods under the HSR Act and to take such action with respect to the U.S. Department of Justice Antitrust Division, the Federal Trade Commission or any other similar Governmental Authority, as may be prohibited necessary to consummate the transaction contemplated by this Agreement; except that, notwithstanding anything to the contrary, in no event shall the Purchaser or any Governmental Authority of its Affiliates be required to (i) commence or by threaten to commence litigation; (ii) agree to hold separate, divest, license or cause a third party to purchase, any Applicable Lawof the assets or business of the Purchaser, the Parties will permit authorized representatives Vendor or any of their respective Affiliates; or (iii) otherwise agree to any restrictions on the business of the other Party to be present at Purchaser, the Vendor or any meeting, telephone call or conference with such Government Authority of their respective Affiliates in connection with avoiding or eliminating any such inquiry. Notwithstanding restrictions to the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyunder any applicable Law.

HSR Filing. Each Party (or its “ultimate parent entity” a) As promptly as that term is defined under reasonably possible following the HSR Act and its implementing regulations) shallexecution of this Agreement, within ten (10) business days after the Execution Date (or but in no event later than 10 Business Days following such later time date, NGPMR shall make such filings as may be agreed required under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976 (“HSR Act”) with respect to the transactions contemplated by this Agreement and, in writing by the Parties)making such filings, file, on an expedited basis (meaning, with a NGPMR shall request for early termination of the waiting period)period specified in the HSR Act. Thereafter, the filing fee of which NGPMR shall be borne file as promptly as possible all reports or other documents required or requested by the Parties equally, with the United States U.S. Federal Trade Commission (“FTC”) and or the Antitrust Division of the United States U.S. Department of Justice (“DOJ”) pursuant to the “Division”)HSR Act or otherwise including requests for additional information concerning such transactions. Without limiting the foregoing, NGPMR and MWE Liberty shall use commercially reasonable efforts to cooperate and oppose any HSR Filing required of it preliminary injunction sought by any Governmental Authority under the HSR Act with respect to preventing the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by this Agreement. NGPMR and MWE Liberty shall cause their respective counsel to furnish the Agreement other party such necessary information and reasonable assistance as part the other may reasonably request in connection with NGPMR’s preparation of necessary filings or submissions under the provisions of the HSR process; Act. NGPMR shall cause its counsel to supply to MWE Liberty copies of the date stamped receipt copy of the cover letters delivering the filings or (ii) agree submissions required under the HSR Act to the FTC or otherwise DOJ, as applicable. Notwithstanding anything in this Section 6.1 to the contrary, neither NGPMR nor MWE, nor any of their Affiliates, shall be required by this Section 6.1 to sell take any action that would require or otherwise dispose of, hold result in holding separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, divesting assets or operations of such Party. Notwithstanding anything NGPMR, MWE Liberty or any of their Affiliates in order to the contrary contained herein, in the event a Governmental Authority plans have satisfied their obligation to enjoin the transaction contemplated herein, use their commercially reasonable efforts under this Section 6.1. (b) The cost all filing or if application fees associated with filings under the HSR Clearance Date has not occurred within six (6) months following Act shall be **. Within two Business Days of filing under the Execution DateHSR Act, the Parties may each terminate this Agreement upon written notice to the other Party**.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under a) If required by the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR FilingAct, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably with the other in connection with resolving any inquiry necessary, proper or investigation by any Governmental Authority relating to advisable under the HSR Filing. Each Party agrees Act to use consummate and make effective the transaction contemplated hereby as promptly as practicable, including using its commercially reasonable efforts to secure termination obtain or expiration make all necessary or appropriate filings required under the HSR Act and to lift any injunction or other legal bar to the consummation of the transaction contemplated by this Agreement as promptly as practicable after the Execution Date. None of the Parties shall knowingly take, cause or permit to be taken any action which such Party reasonably expects is likely to materially delay or prevent consummation of the transaction contemplated by this Agreement. The Parties shall cooperate in the preparation of any waiting periods under any Applicable Laws and/or to obtain such HSR Filing, if any, and during the approval review by the FTC or DOJ. Each Party will be responsible for its own legal fees in connection with the preparation of its portion of any antitrust Governmental AuthorityHSR Filing, as applicableand any HSR Act associated filing fees shall be paid by Catalyst. (b) In connection with obtaining clearance under the HSR Act, for the Parties shall (i) cooperate with each other in connection with any investigation or other inquiry relating to an HSR Filing and the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform (ii) keep the other Party or its counsel informed of any communication received from or given to the FTC or from any Governmental Authority regarding DOJ relating to the Agreement and/or HSR Filing and the transactions contemplated hereby (and provide a copy to the other Party if such communication is in writing), (iii) reasonably consult with each other in advance of any meeting or conference with the FTC or DOJ, and, to the extent permitted by the Agreement. Except as may be prohibited by any Governmental Authority FTC or by any Applicable LawDOJ, give the Parties will consult other Party or its counsel the opportunity to attend and cooperate with one anotherparticipate in such meetings and conferences, and will consider (iv) permit the other Party or its counsel to review in advance, and in good faith consider the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party or its counsel and incorporating these views where appropriate, concerning, any submission, filing or communication (and documents submitted therewith) intended to be present at any meeting, telephone call given to the FTC or conference with such Government Authority in connection with any such inquiryDOJ. (c) Notwithstanding the foregoing, nothing contained in this Section 8.2 or otherwise in this Agreement shall require Catalyst or obligate either Party any Catalyst’s Affiliate to propose, negotiate, effect or agree to, and either Party shall not without the prior written consent sale, divestiture, license or other disposition of any assets or businesses of Catalyst or any Catalyst’s Affiliate (including the Product that is the subject of this Agreement) or otherwise take any action that limits the freedom of action with respect to, or its ability to retain any of the other Party: (i) agree businesses, product lines or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation assets of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all Catalyst or any portion Catalyst’s Affiliate (including the Product that is the subject of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyAgreement).

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act of GNE and its implementing regulations) SGEN shall, within ten fifteen (1015) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties)Date, file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”)Justice, any HSR Filing required of it under the HSR Act with respect to the transactions contemplated herebysubject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall will cooperate with each other one another to the extent reasonably necessary in the preparation of any such HSR Filing . The Parties hereto commit to instruct their respective counsel to cooperate with each other and use good faith, diligent efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable HSR Act waiting period, such good faith diligent efforts to include counsel’s undertaking: (i) to keep each other appropriately informed of communications received from and submitted to personnel of the reviewing antitrust authority; and (ii) to confer with each other regarding appropriate contacts with and response to personnel of the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice. Each Party will be responsible for its own costs, expenses, and filing fees associated with any HSR Filing. As promptly as is practicable after receiving In respect of any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall of GNE and SGEN will use its commercially reasonable good faith, diligent efforts to comply eliminate any concern on the part of any court or governmental authority regarding the legality of the proposed transaction, including cooperating in good faith with such requestany government investigation and the prompt production of documents and information demanded by a second request for documents and of witnesses if requested, and to cause the Effective Date of this Agreement to occur as soon as practical, as provided in Section 16.1(b). Each Nothing in this Section shall require either Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to consent to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination divestiture or expiration other disposition of any waiting periods under of its or its Affiliates’ assets or to consent to any Applicable Laws and/or other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to obtain the approval of contest, administratively or in court, any antitrust Governmental Authorityruling, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation order or other action of the foregoing, each United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice or any Third Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or respecting the transactions contemplated by the this Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Party.

HSR Filing. Each Party (Subject to the terms hereof, the Company and the Purchaser agree to cooperate and to use their respective reasonable best efforts to obtain any government clearances or its “ultimate parent entity” as that term is defined approvals, or expirations or terminations of waiting periods, required for the consummation of the Transactions under the HSR Act Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), and to respond to any government requests for information under any Antitrust Law. The parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. The Purchaser, in consultation with the Company, shall be entitled to direct any proceedings or negotiations with any governmental entity relating to any of the foregoing, provided that it shall afford the Company and its implementing regulations) counsel a reasonable opportunity to participate therein. Except as prohibited by applicable law, each party shall keep the other party and/or its counsel informed of any substantive communication received by such party from, or given by such party to any governmental entity, in each case regarding any of the transactions contemplated hereby; and permit the other party and/or its counsel to review any substantive communication given by it to, and consult with each other in advance of any meeting or conference with any such governmental entity. Without limiting the generality of the foregoing, each of the Company and Purchaser shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Partiesparties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice 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 (an “DivisionHSR Filing”), any HSR Filing required of it under the HSR Act in the reasonable opinion of either party with respect to the transactions contemplated herebyhereby and the Collaboration Agreement. The Parties parties shall cooperate with each other one another to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly Each party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, that Purchaser shall be solely responsible for any fees (other than penalties that may be incurred as is practicable after receiving a result of actions or omissions on the part of the Company) required to be paid to any request from any appropriate Governmental Authority for information, documents, or other materials governmental agency in connection with making any such HSR filing for acquisitions by Purchaser hereunder. In the review event the United States Federal Trade Commission or the United States Department of Justice seeks a preliminary injunction under the HSR Filing, each Party shall use its commercially reasonable efforts Act against the Company and Purchaser to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or enjoin the transactions contemplated by this Agreement, Purchaser shall have the Agreementfirst right, but not the obligation, to defend against such preliminary injunction, at Purchaser’s cost and expense, in consultation with the Company. Except as may be prohibited by any Governmental Authority If Purchaser has not obtained a discontinuance of such injunction within sixty (60) days of submitting the HSR Filing or by any Applicable Lawif Purchaser does not to pursue such discontinuance, the Parties will consult Company shall have the right, but not the obligation, to take over such defense, at the Company’s cost and cooperate with one another, and will consider in good faith the views of one anotherexpense, in connection consultation with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyPurchaser.

HSR Filing. Each If required by law, each Party (shall file or shall cause its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shallapplicable Affiliates to file, within ten three (103) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaningdate hereof, with a request for early termination the United States Department of the waiting period), the filing fee of which shall be borne by the Parties equally, with Justice and the United States Federal Trade Commission (“FTC”) the Notification and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing Report Form required of it to be filed by such Party or its Affiliates under the HSR Act concerning the transactions contemplated hereby, and shall request early termination of the waiting period under the HSR Act. The Parties hereby agree that they will promptly comply with any request by the Department of Justice or the Federal Trade Commission for additional documents or information, and will use commercially reasonable efforts to ensure that such waiting period shall expire, or that clearance will be obtained, as soon as practicable after the date of this Agreement; provided, however, that nothing in this Agreement shall require any Party to sell or otherwise dispose of, to hold separate and agree to sell or otherwise dispose of, or to limit, change, or undertake any obligations with respect to all or any asset, relationship, contract, business or operations of that Party or its Affiliates, the Contributed Interests, the Sand Hills Interest, the Southern Hills Interest, or of DCP Sand Hills or DCP Southern Hills and their respective Affiliates. With respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoingthis Agreement, each Party shall promptly inform the other Party Parties of any material communication to or received by such Party from any Governmental Authority either agency regarding the Agreement and/or the transactions contemplated by the this Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult ; shall review and cooperate with one anotherdiscuss in advance, and will consider in good faith the views of one another, the other Parties in connection with, any proposed written or material oral communication with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Laweither agency (which, at the Parties will permit authorized representatives reasonable request of the other Parties, shall be limited to such Party’s counsel); shall not participate in any meeting with either agency unless such Party first consults with the other Parties in advance, and to the extent permitted by such agency, gives the other Parties the opportunity to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, thereat; and either Party shall not agree to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of the transaction at the behest of either agency without the prior written consent of the other Party: (i) agree Parties. The Company shall reimburse PGC or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of its applicable Affiliate for all filing fees under the HSR process; Act, but each Party shall bear its own costs for the preparation of any filing. The Company shall pay PGC or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through its applicable Affiliate the establishment or a trust or otherwise), or divest itself reimbursement amount due under this Section 6.2 within three business days after receipt of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Party(together with reasonable proof of payment) from PGC or its applicable Affiliate.