Common use of HSR Clause in Contracts

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide the Company and Bayer with written notice of the same. In furtherance of granting licenses to Patents to the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR and Company shall, and Company and CRISPR shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 as amended (the “HSR Act”) or relevant regulations to promptly prepare any filings required of any of them under the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of the date of the notice, and each such filing shall request the early termination of the waiting period required by the HSR Act; (b) use commercially reasonable efforts to comply at the earliest practicable date with any request for additional information received by any [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Authority with authority regarding antitrust or competition matters; and (c) reasonably cooperate with each other in connection with the preparation and making of any such filings and the clearance of the contemplated transactions under antitrust or competition Law. […***…]. Each Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any Party.

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide the Company and Bayer with written notice of the same. In furtherance of granting licenses to Patents to the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR and Company shall, and Company and CRISPR shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 as amended (the “HSR Act”) or relevant regulations to promptly prepare any filings required of any [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of them under the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of the date of the notice, and each such filing shall request the early termination of the waiting period required by the HSR Act; (b) use commercially reasonable efforts to comply at the earliest practicable date with any request for additional information received by any [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Authority with authority regarding antitrust or competition matters; and (c) reasonably cooperate with each other in connection with the preparation and making of any such filings and the clearance of the contemplated transactions under antitrust or competition Law. […***…]. Each Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any Party.

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide As soon as is reasonably practicable following the Company Signing Date and Bayer with written notice in any event within thirty (30) days of the same. In furtherance of granting licenses to Patents to the Company hereunder in the futureSigning Date (and, if required, prior to such Patents being licensed hereunderGNE’s acquisition of an exclusive license under the process set out in Section ‎4.3.3), CRISPR each of AFMD (or its Affiliate, as appropriate) and Company shallGNE (or its Affiliate, as appropriate) shall prepare and Company and CRISPR shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in submit appropriate filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 1976, as amended (the “HSR Act”) or relevant regulations to promptly prepare any filings required of any of them under and the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of the date of the noticerules promulgated thereunder, and each such filing shall request the early termination of the waiting period required by under the HSR Act; (b) use commercially reasonable efforts . The Parties shall furnish, or cause their respective Affiliates to comply at the earliest practicable date with any request for additional information received by any [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933furnish, as amended. of them from the case may be, promptly to the United States Federal Trade Commission or (the “FTC”) and the Antitrust Division of the United States Department of Justice or (the “DOJ”) any other Governmental Authority with additional information requested within their authority regarding under the HSR Act, use reasonable efforts to obtain antitrust or competition matters; clearance for the transactions contemplated hereunder as soon as practicable, and (c) reasonably otherwise cooperate with each other in connection with the preparation and making of any such filings and the United States governmental antitrust clearance of the contemplated transactions under antitrust or competition Law. […***…]. Each Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materialsprocess. Subject to applicable LawLaw relating to the exchange of information, GNE shall have the Parties right to direct all matters with respect to the FTC and DOJ hereunder, consistent with its obligations hereunder. Subject to applicable laws, GNE shall have the right to review in advance any submission to be made by AFMD, and AFMD shall consider in good faith the view of GNE in light of GNE’s right to direct issues related to reviews by the FTC and DOJ. To the extent practicable, GNE will consult with AFMD on, and cooperate consider in good faith the views of AFMD in connection with, all of the information relating to AFMD that appears in any filing or form (excluding attachments or exhibits thereto) made with each other or submitted to the FTC or DOJ in connection with any analysesthis Section ‎16.8 (HSR). [*****] and each Party shall bear their respective attorneys’ fees in connection therewith. This Agreement shall bind the Parties upon execution and continue in full force and effect unless and until the termination or expiration of the Agreement by its terms, appearancesAFMD-GNE Research Collaboration and License Agreement provided, presentationshowever, memorandathat AFMD’s grant of license rights hereunder, briefs, argumentsGNE’s obligation to make the payments hereunder, and proposals made GNE’s other rights and obligations hereunder in connection with the Molecules and Licensed Products shall not become effective unless and until each of the following conditions are met: (i) the waiting period provided by the HSR Act shall have expired or been terminated (and all antitrust clearance has been obtained), (ii) no court or administrative challenges to the transactions are pending, and (iii) no court or administrative orders are outstanding blocking the completion of the transactions, (the date of such, the “Effective Date”). Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the FTC or DOJ (i.e., a “Request for Additional Information and Documentary Materials” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the HSR Act), in each case as a condition to obtaining antitrust clearance for the transactions contemplated hereunder. If antitrust clearance is not received on or before ninety (90) days after the date on which both Parties have submitted to the FTC and DOJ their respective initial filings to request antitrust clearance of the transactions hereunder, then either Party shall have the right to terminate this Agreement without liability therefor at any Governmental Authority regarding time thereafter, but prior to receipt of antitrust clearance of the transactions contemplated transactions hereunder, by or on behalf of any written notice to the other Party.

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide As soon as is reasonably practicable following the Company Effective Date and Bayer with written notice in any event within thirty (30) days of the same. In furtherance Effective Date, each of granting licenses to Patents to Amgen (or its Affiliate, as appropriate) and Arrowhead (or its Affiliate, as appropriate) shall prepare and submit appropriate filings under the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR and Company shall, and Company and CRISPR shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 1976, as amended (the “HSR Act”) or relevant regulations to promptly prepare any filings required of any of them under and the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of the date of the noticerules promulgated thereunder, and each such filing shall request the early termination of the waiting period required by under the HSR Act; (b) use commercially reasonable efforts . The Parties shall furnish, or cause their respective Affiliates to comply at the earliest practicable date with any request for additional information received by any [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933furnish, as amended. of them from the case may be, promptly to the United States Federal Trade Commission or (the “FTC”) and the Antitrust Division of the United States Department of Justice or (the “DOJ”) any other Governmental Authority with additional information requested within their authority regarding under the HSR Act, use reasonable efforts to obtain antitrust or competition matters; clearance for the transactions contemplated hereunder as soon as practicable, and (c) reasonably otherwise cooperate with each other in connection with the preparation and making of any such filings and United States governmental antitrust clearance process. Subject to the clearance of the contemplated transactions under antitrust or competition Law. […***…]. Each Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority applicable Laws relating to the contemplated transactions. The Parties mayexchange of information, as they deem advisable, designate any competitively sensitive materials provided Amgen shall have the right to direct all matters with respect to the other Party as “outside counsel only.” Such materials FTC and DOJ hereunder, consistent with its obligations hereunder. Amgen shall have the right to review in advance any filing or submission to be made by Arrowhead, and Arrowhead shall consider in good faith the view of Amgen in light of Amgen’s right to direct issues related to reviews by the FTC and DOJ. To the extent practicable, Amgen will consult with Arrowhead on, and consider in good faith the view of Arrowhead in connection with, all of the information contained therein relating to Arrowhead that appears in any filing or form (excluding 45. . Confidential attachments or exhibits thereto) made with or submitted to the FTC or DOJ in connection with this Section 15.14. Amgen shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other bear all fees in connection with any analysesfiling under this Section 15.14 and each Party shall bear their respective attorneys’ fees in connection therewith. This Agreement shall bind the Parties upon execution and continue in full force and effect unless and until the termination or expiration of the Agreement by its terms, appearancesprovided, presentationshowever, memorandathat each Party’s grant of license rights hereunder, briefs, argumentsAmgen’s obligations to make payments hereunder, and proposals made Amgen’s rights and obligations hereunder in connection with the Development and Commercialization of the Licensed Products shall not become effective unless and until each of the following conditions are met: (i) the waiting period provided by the HSR Act shall have expired or terminated (and all antitrust clearance has been obtained), (ii) no court or administrative challenges to the transactions are pending, and (iii) no court or administrative orders are outstanding blocking the completion of the transactions, (the date of such, the “Closing Date”). Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the FTC or DOJ (i.e., a “Request for Additional Information and Documentary Materials” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the HSR Act), in each case as a condition to obtaining antitrust clearance for transactions contemplated hereunder. If antitrust clearance is not received on or before ninety (90) days after the date on which both Parties have submitted to the FTC and DOJ their respective initial filings to request . Confidential antitrust clearance of the transaction hereunder, then either Party shall have the right to terminate this Agreement without liability therefor at any Governmental Authority regarding time thereafter, but prior to receipt of antitrust clearance of the transactions contemplated transactions hereunder, by or on behalf of any written notice to the other Party.. {Signature page follows}

HSR. Prior to granting a license to Patents hereunder, CRISPR Bayer shall provide the Company and Bayer CRISPR with written notice of the same. In furtherance of granting licenses to Patents to the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR Bayer and Company shall, and Company and CRISPR Bayer shall work with Bayer CRISPR to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 as amended (the “HSR Act”) or relevant regulations to promptly prepare any filings required of any of them under the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of the date of the notice, and each such filing shall request the early termination of the waiting period required by the HSR Act; (b) use commercially reasonable efforts to comply at the earliest practicable date with any request for additional information received by any [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Authority with authority regarding antitrust or competition matters; and (c) reasonably cooperate with each other in connection with the preparation and making of any such filings and the clearance of the contemplated transactions under antitrust or competition Law. […***…]. ] Each Party agrees to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any Party.

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide As soon as is reasonably practicable following the Company Execution Date and Bayer with written notice in any event within ten (10) days of the same. In furtherance of granting licenses to Patents to the Company hereunder in the futureExecution Date (and, if required, prior to such Patents being licensed hereunderGenentech’s acquisition of an exclusive license under the process set out in Section ‎9.1), CRISPR each of Xencor (or its Affiliate, as appropriate) and Company shallGenentech (or its Affiliate, as appropriate) shall prepare and Company and CRISPR shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in submit appropriate filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 1976, as amended (the “HSR Act”) or relevant regulations to promptly prepare any filings required of any of them under and the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of the date of the noticerules promulgated thereunder, and each such filing shall request the early termination of the waiting period required by under the HSR Act; (b) use commercially reasonable efforts . The Parties shall furnish, or cause their respective Affiliates to comply at the earliest practicable date with any request for additional information received by any [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933furnish, as amended. of them from the case may be, promptly to the United States Federal Trade Commission or (the “FTC”) and the Antitrust Division of the United States Department of Justice or (the “DOJ”) any other Governmental Authority with additional information reasonably requested within their authority regarding under the HSR Act, use reasonable efforts to obtain antitrust or competition matters; clearance for the transactions contemplated hereunder as soon as practicable, and (c) reasonably otherwise cooperate with each other in connection with the preparation and making of any such filings and the United States governmental antitrust clearance of the contemplated transactions under antitrust or competition Lawprocess. […***…]. Each Party agrees Subject to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority Applicable Law relating to the contemplated transactions. The Parties mayexchange of information, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials each of Genentech and the information contained therein Xencor shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other 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 to any Governmental Authority regarding the contemplated transactions by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act. Genentech and Xencor shall cooperate fully with each other in connection with the making of all such filings or responses. Each Party shall bear its own fees in connection with its respective filing under this Section ‎17.19 (HSR) and each Party shall bear their respective attorneys’ fees in connection therewith. This Agreement shall bind the Parties upon execution and continue in full force and effect unless and until the termination or expiration of the Agreement by its terms; provided, however, that Xencor’s grant of license rights hereunder, Genentech’s obligation to make the payments hereunder, and Genentech’s other rights and obligations hereunder in connection with the Collaboration Constructs and Collaboration Products shall not become effective unless and until each of the following conditions are met: (i) the waiting period provided by the HSR Act shall have expired or been terminated, (ii) no court or administrative challenges to the transactions are pending, and (iii) no court or administrative orders are outstanding blocking the completion of the transactions, (the date of such, the “Effective Date”). Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the FTC or DOJ (i.e., a “Request for Additional Information and Documentary Materials” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the HSR Act), in each case as a condition to obtaining antitrust clearance for the transactions contemplated hereunder. If antitrust clearance is not received on or before ninety (90) days after the date on which both Parties have submitted to the FTC and DOJ their respective initial filings to request antitrust clearance of the transactions hereunder, then either Party shall have the right to terminate this Agreement without liability therefor at any time thereafter, but prior to receipt of antitrust clearance of the transactions contemplated hereunder, by written notice to the other Party. [Signature page follows – the rest of this page intentionally left blank.] CONFIDENTIALEXECUTION COPY

HSR. Prior Promptly following signing of this Agreement (but in any event no later than [*] days thereafter), Partner shall notify Medivation whether Partner intends to granting make a license to Patents hereunder, CRISPR shall provide the Company and Bayer with written notice of the same. In furtherance of granting licenses to Patents to the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR and Company shall, and Company and CRISPR shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 as amended (the “HSR Act”) or relevant regulations to promptly prepare any filings required of any of them filing under the HSR Act, which and, if Partner decides to make such a filing, then Partner (or its Affiliate) and Medivation (or its Affiliate) shall each be filed with use commercially reasonable efforts to (i) take all actions necessary to make the appropriate Governmental Authorities filing required under the HSR Act within […***…] Business Days after the Signing Date and (ii) reply at the earliest practicable date to any requests for information received by either Party from the United States Federal Trade Commission (“FTC”) or Antitrust Division of the date United States Department of Justice (“DoJ”) pursuant to the notice, HSR Act and each such filing shall request the early termination of (iii) cause the waiting period required by periods under the HSR Act to terminate or expire at the earliest possible date after the filing date. The Parties shall, to the extent reasonably practicable, consult with one another prior to making any filings, responses to inquiries, or other contacts with the FTC or DoJ concerning the transactions contemplated hereby. Each Party will bear its own expenses in connection with activities under this Section 10.6, except that Partner shall be responsible for the fee due to the FTC in respect of such filing. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective (with the exception of Articles 1 and Sections 10.3(b) and 10.6) until such time as (a) the Parties shall have complied with all applicable requirements of the HSR Act; (b) use commercially reasonable efforts the waiting period under the HSR Act shall have expired or earlier been terminated with respect to comply at the earliest practicable date with this Agreement; (c) any investigations opened by means of a second request for additional information received or otherwise shall have been terminated, without action by any [***a Government Authority to [ * ] = Certain confidential information contained in CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. prevent the Parties from implementing the transactions contemplated by this document, marked by brackets, has been omitted and filed separately Agreement with respect to the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Authority with authority regarding antitrust or competition mattersU.S.; and (cd) reasonably cooperate with each other no requirements or conditions shall have been formally requested or imposed by the FTC or the DoJ in connection with therewith which are not reasonably and mutually satisfactory to the preparation and making of any such filings Parties (collectively, the “HSR Conditions” and the clearance of date upon which the contemplated transactions HSR Conditions are met shall be referred to as the “Effective Date”). For clarity, achieving the HSR Conditions shall be the sole condition precedent to this entire Agreement coming into effect. In the event that the HSR Conditions are not met within [*] months from the date the filing required under antitrust or competition Law. […***…]. Each the HSR Act is made, either Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) may terminate this Agreement upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided notice to the other Party as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any Party.

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide As soon as is reasonably practicable following the Company Signing Date and Bayer with written notice in any event within thirty (30) days of the same. In furtherance Signing Date, each of granting licenses to Patents to Amgen (or its Affiliate, as appropriate) and Kite (or its Affiliate, as appropriate) shall prepare and submit appropriate filings under the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR and Company shall, and Company and CRISPR shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 1976, as amended (the “HSR Act”) and the rules promulgated thereunder, and request early termination of the waiting period under the HSR Act. The Parties shall furnish, or relevant regulations cause their respective Affiliates to furnish, as the case may be, promptly prepare to the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) any filings required of any of them additional information requested within their authority under the HSR Act, which use reasonable efforts to obtain antitrust clearance for the transactions contemplated hereunder as soon as practicable, and otherwise cooperate with each other in the United States governmental antitrust clearance process. Subject to applicable Law relating to the exchange of information, Amgen shall have the right to direct all matters with respect to the FTC and DOJ hereunder, consistent with its obligations hereunder. Amgen shall have the right to review in advance any filing or submission to be made by Kite, and Kite shall consider in good faith the view of Amgen in light of Amgen’s right to direct issues related to reviews by the FTC and DOJ. To the extent practicable, Amgen will consult with Kite on, and consider in good faith the views of Kite in connection with, all of the information relating to Kite that appears in any filing or form (excluding attachments or exhibits thereto) made with or submitted to the FTC or DOJ in connection with this Section 15.16 (HSR). Amgen shall bear all fees in connection with any filing under this Section 15.16 (HSR) and each be filed Party shall bear their respective attorneys’ fees in connection therewith. This Agreement shall bind the Parties upon execution and continue in full force and effect unless and until the termination or expiration of the Agreement by its terms, provided, however, that each Party’s grant of license rights hereunder, Amgen’s obligation to make the payments hereunder, and the Parties’ other rights and obligations hereunder in connection with the appropriate Governmental Authorities within Exploitation of the Amgen Products and the Kite Products shall not become effective unless and until each of the following conditions are met: (i) the waiting period provided by the HSR Act shall have expired or been terminated (and all antitrust clearance has been obtained), (ii) no court or administrative challenges to the transactions are pending, and (iii) no court or administrative orders are outstanding blocking the completion of the transactions, (the date of such, the “Effective Date”). Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the FTC or DOJ (i.e., a “Request for Additional Information and Documentary Materials” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the HSR Act), in each case as a condition to obtaining antitrust clearance for the transactions contemplated hereunder. If antitrust clearance is not received on or before […***…] Business Days of after the date of on which both Parties have submitted to the notice, FTC and each such filing shall DOJ their respective initial filings to request the early termination of the waiting period required by the HSR Act; (b) use commercially reasonable efforts to comply at the earliest practicable date with any request for additional information received by any [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Authority with authority regarding antitrust or competition matters; and (c) reasonably cooperate with each other in connection with the preparation and making of any such filings and the clearance of the contemplated transactions under hereunder, then either Party shall have the right to terminate this Agreement without liability therefor at any time thereafter, but prior to receipt of antitrust or competition Law. […***…]. Each Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality clearance of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and transactions contemplated hereunder,by written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided notice to the other Party as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materialsParty. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any Party.Amgen Contract No. 2014635177 55

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide the Company Holdings and Bayer with written notice of the same. In furtherance of granting licenses to Patents to the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR and Company Purchaser shall, as promptly as practicable, but in no event later than five Business Days following the execution and Company and CRISPR shall work with Bayer todelivery of this Agreement, (a) take promptly submit all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in filings required of each of them by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement HSR Act of 1976 as amended (the “HSR ActFiling”) to the United States Department of Justice, 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 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 relevant regulations other applicable antitrust regulation. Holdings and Purchaser shall furnish to promptly prepare any filings required the other such reasonably necessary information and reasonable assistance as the other may request in connection with its preparation of any of them filing or submission which is necessary under the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of the date of the notice, Act or other applicable antitrust regulation. Holdings and each such filing Purchaser shall request the early termination of the applicable waiting period required by under the HSR Act; Act and any other applicable antitrust regulation. Each of Holdings and Purchaser will promptly inform the other party of any material communication received by such party from any Governmental Authority in respect of the HSR Filing. Each of the parties will (ba) use its respective commercially reasonable efforts to comply at the earliest practicable date as expeditiously as possible with all requests of any request Governmental Authority for additional information received by any [***] = Certain confidential and documents, including information contained in this document, marked by brackets, has been omitted and filed separately with or documents requested under the Securities and Exchange Commission pursuant to Rule 406 of the Securities HSR Act of 1933, as amended. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Authority with authority regarding applicable antitrust or competition mattersregulation; and (cb) reasonably cooperate 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. Subject to Section 2.2(c), all filing fees payable in connection with the preparation and making of HSR Filing or under any such filings and the clearance of the contemplated transactions under other applicable antitrust or competition Law. […***…]. Each Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials and the information contained therein regulation shall be given only to outside counsel of borne by the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any PartyPurchaser.

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide As soon as is reasonably practicable following the Company Signing Date and Bayer with written notice in any event within thirty (30) days of the same. In furtherance Signing Date, each of granting licenses to Patents to Amgen (or its Affiliate, as appropriate) and Kite (or its Affiliate, as appropriate) shall prepare and submit appropriate filings under the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR and Company shall, and Company and CRISPR shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 1976, as amended (the “HSR Act”) and the rules promulgated thereunder, and request early termination of the waiting period under the HSR Act. The Parties shall furnish, or relevant regulations cause their respective Affiliates to furnish, as the case may be, promptly prepare to the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) any filings required of any of them additional information requested within their authority under the HSR Act, which use reasonable efforts to obtain antitrust clearance for the transactions contemplated hereunder as soon as practicable, and otherwise cooperate with each other in the United States governmental antitrust clearance process. Subject to applicable Law relating to the exchange of information, Amgen shall have the right to direct all matters with respect to the FTC and DOJ hereunder, consistent with its obligations hereunder. Amgen shall have the right to review in advance any filing or submission to be made by Kite, and Kite shall consider in good faith the view of Amgen in light of Amgen’s right to direct issues related to reviews by the FTC and DOJ. To the extent practicable, Amgen will consult with Kite on, and consider in good faith the views of Kite in connection with, all of the information relating to Kite that appears in any filing or form (excluding attachments or exhibits thereto) made with or submitted to the FTC or DOJ in connection with this Section 15.16 (HSR). Amgen shall bear all fees in connection with any filing under this Section 15.16 (HSR) and each be filed Party shall bear their respective attorneys’ fees in connection therewith. This Agreement shall bind the Parties upon execution and continue in full force and effect unless and until the termination or expiration of the Agreement by its terms, provided, however, that each Party’s grant of license rights hereunder, Amgen’s obligation to make the payments hereunder, and the Parties’ other rights and obligations hereunder in connection with the appropriate Governmental Authorities within Exploitation of the Amgen Products and the Kite Products shall not become effective unless and until each of the following conditions are met: (i) the waiting period provided by the HSR Act shall have expired or been terminated (and all antitrust clearance has been obtained), (ii) no court or administrative challenges to the transactions are pending, and (iii) no court or administrative orders are outstanding blocking the completion of the transactions, (the date of such, the “Effective Date”). Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the FTC or DOJ (i.e., a “Request for Additional Information and Documentary Materials” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the HSR Act), in each case as a condition to obtaining antitrust clearance for the transactions contemplated hereunder. If antitrust clearance is not received on or before […***…] Business Days after the date on which both Parties have submitted to the FTC and DOJ their respective initial filings to request antitrust clearance of the date transactions hereunder, then either Party shall have the right to terminate this Agreement without liability therefor at any time thereafter, but prior to receipt of antitrust clearance of the notice, and each such filing shall request transactions contemplated hereunder,by written notice to the early termination of the waiting period required by the HSR Act; (b) use commercially reasonable efforts to comply at the earliest practicable date with any request for additional information received by any [other Party. ***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Authority with authority regarding antitrust or competition matters; and (c) reasonably cooperate with each other in connection with the preparation and making of any such filings and the clearance of the contemplated transactions under antitrust or competition Law. […***…]. Each Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any Party.Confidential Treatment Requested

HSR. Prior If the Buyer determines in good faith and notifies the Seller that filings are required by the HSR Act with respect to granting a license to Patents hereunder, CRISPR shall provide the Company and Bayer with written notice any of the sametransactions contemplated by this Agreement, 58 then the Buyer and the Seller shall, as promptly as practicable thereafter, but in any event within seven days of such notice, submit all filings required by the HSR Act, and thereafter provide any supplemental information requested in connection therewith. In furtherance of granting licenses to Patents The Buyer and the Seller shall furnish to the Company hereunder other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the future, if required, prior to HSR Act. The Buyer and the Seller shall request early termination of the applicable waiting period under the HSR Act. The Buyer and the Seller will promptly inform the other Party of any material communication received by such Patents being licensed hereunder, CRISPR and Company shall, and Company and CRISPR shall work with Bayer to, Party from any Governmental Authority in respect of any filing under the HSR Act. Each of the Parties will (a) take promptly use its respective commercially reasonable efforts to comply as expeditiously as possible with all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 as amended (the “HSR Act”) or relevant regulations to promptly prepare any filings required requests of any of them Governmental Authority for additional information and documents, including information or documents requested under the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of the date of the notice, and each such filing shall request the early termination of the waiting period required by the HSR Act; (b) use commercially reasonable efforts to comply at not (i) extend any waiting period under the earliest practicable date HSR Act or (ii) enter into any agreement with any request for additional information received by any [***] = Certain confidential information contained Governmental Authority not to consummate the Transactions, except with the prior consent of the other Party. Notwithstanding anything to the contrary in this documentAgreement, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 none of the Securities Act of 1933Buyer, as amended. of them from the Federal Trade Commission or Seller, the Antitrust Division of Company, the Department of Justice Subsidiaries or any other Governmental Authority with authority regarding antitrust or competition matters; and (c) reasonably cooperate with each other of their respective Affiliates will be required, in connection with the preparation and making of matters covered by this Section 7.8, (A) to pay any such filings and the clearance amounts other than its share of the contemplated transactions under antitrust filing fees and expenses and fees of counsel, (B) to commence or competition Law. […***…]. Each Party agrees defend any litigation, (C) to notify hold separate (including by trust or otherwise) or divest any of their respective businesses, product lines or assets, (D) to agree to any limitation on the other Party promptly operation or conduct of their respective businesses or (E) to waive any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactionsconditions set forth in Article 8. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to fees associated with the other Party as “outside counsel only.” Such materials and filing under the information contained therein HSR Act shall be given only to outside counsel of paid one-half by the recipient Buyer and will not be disclosed one-half by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any PartySeller.

HSR. Prior If Allergan determines that any notifications are required under the HSR Act with respect to granting a license Allergan’s exercise of its Option with respect to Patents hereunderthe Products, CRISPR then it shall provide so notify NexMed thereof at any time during the Company period commencing on the first day of the Option Period for such Product and Bayer ending on the date, if any, Allergan delivers the Option Exercise Notice with written respect to such Product to NexMed during such Option Period (notice of the sameany such required notifications, an “HSR Notice”). In furtherance If Allergan delivers NexMed an HSR Notice with respect to Allergan’s exercise of granting licenses to Patents its Option with respect to the Company hereunder in the futureProducts, if required, prior to such Patents being licensed hereunder, CRISPR and Company then each Party shall, and Company and CRISPR shall work with Bayer toas promptly as practicable after the date Allergan delivers such HSR Notice to NexMed, (a) take promptly all actions necessary to prepare any filings, file or cause their “ultimate parent entities” as that term is defined in to be filed with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement U.S. Federal Trade Commission and the U.S. Department of Justice any notifications required to be filed under the HSR Act with respect to Allergan’s exercise of 1976 as amended its Option with respect to the applicable Product (the “HSR ActFiling”); provided that each Party shall make its HSR Filing within ten (10) or relevant regulations to promptly prepare any filings required of any of them under the HSR Act, which shall each be filed with the appropriate Governmental Authorities within […***…] Business Days of after the date of the notice, and each Allergan delivers such filing HSR Notice to NexMed. Each Party shall request the early termination of the waiting period required by the HSR Act; (b) use commercially its reasonable best efforts to comply at the earliest practicable date with any request for additional information received by any respond - 24 – [***] = Certain confidential information contained in this documentConfidential Information, marked indicated by brackets[***], has been omitted by this filing and filed separately with the Securities and Exchange Commission pursuant Commission. promptly to Rule 406 any requests for additional information made by such agencies, and to cause the waiting period (and any extension thereof) under the HSR Act to terminate or expire at the earliest possible date after the date of the Securities Act of 1933, as amended. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or any other Governmental Authority with authority regarding antitrust or competition matters; and (c) reasonably cooperate with each other in connection with the preparation and making of any such filings and the clearance of the contemplated transactions under antitrust or competition Law. […***…]filing. Each Party agrees to notify is responsible for its own filing fees and for the costs and expenses of its own legal and other Party promptly of advice in preparing and conducting any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party shall provide the other Party (or its representatives) upon request copies of all correspondence and written productions between such Party and any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials HSR Filing and the information contained therein Parties shall be given only to outside counsel of split the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance consent of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate filings fees with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted respect to any Governmental Authority regarding the contemplated transactions by or on behalf of any PartyHSR Filing 50/50.

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide the Company Seller and Bayer with written notice of the same. In furtherance of granting licenses to Patents to the Company hereunder in the future, if required, prior to such Patents being licensed hereunder, CRISPR and Company Purchaser shall, as promptly as practicable, but in no event later than twenty (20) calendar days following the execution and Company and CRISPR shall work with Bayer todelivery of this Agreement, (a) take promptly submit all actions necessary to prepare any filings, or cause their “ultimate parent entities” as that term is defined in filings required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement HSR Act of 1976 as amended (the “HSR ActFiling”) and any other applicable Competition Law, as appropriate, and thereafter provide any supplemental information requested in connection therewith. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act or relevant regulations other applicable Competition Law. Seller and Purchaser shall furnish to promptly prepare any filings required the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any of them filing or submission that is necessary under the HSR Act, which shall each be filed with Act or other applicable Competition Law. Seller and the appropriate Governmental Authorities within […***…] Business Days of the date of the notice, and each such filing Purchaser shall request the early termination of the applicable waiting period required by under the HSR Act; Act and any other applicable Competition Law. Seller and Purchaser shall each promptly inform the other party of any material communication received by such party from any Governmental Authority in respect of the HSR Filing or any Competition Law. Each of Seller and Purchaser shall (ba) use its respective commercially reasonable efforts to comply at the earliest practicable date as expeditiously as possible with all requests of any request Governmental Authority for additional information received and documents, including information or documents requested under the HSR Act or other applicable Competition Law; (b) not (i) extend any waiting period under the HSR Act or any applicable Competition Law or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by any [***] = Certain confidential information contained this Agreement, except, in this documenteach case, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 prior consent of the Securities Act of 1933, as amendedPurchaser and Seller. of them from the Federal Trade Commission or the Antitrust Division of the Department of Justice or Notwithstanding any other Governmental Authority with authority regarding antitrust or competition matters; and (c) reasonably cooperate with each other in connection with the preparation and making of any such filings and the clearance of the contemplated transactions under antitrust or competition Law. […***…]. Each Party agrees to notify the other Party promptly of any material communication from a Governmental Authority regarding the contemplated transactions. Without limiting the generality of the foregoing, each Party nothing in this Section 5.13 shall provide require, or be construed to require, Purchaser or any of its Affiliates to agree to (A) sell, hold, divest, discontinue or limit, before or after the other Party Closing Date, any material assets, businesses or interests of any Purchaser, Seller, LMIC, LCS, any Transferred Company or any of their respective Affiliates; (B) any conditions relating to, or its representatives) upon request copies changes or restrictions in, the operations of all correspondence any such assets, businesses or interests which, in either case, could reasonably be expected to materially and written productions between such Party and adversely impact the economic or business benefits to any Governmental Authority relating to the contemplated transactions. The Parties may, as they deem advisable, designate any competitively sensitive materials provided to the other Party as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel Purchaser of the recipient and will not be disclosed transactions contemplated by such outside counsel to employees, officers, this Agreement; or directors (C) any material modification or waiver of the recipient without the advance consent terms and conditions of the Party providing such materials. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Authority regarding the contemplated transactions by or on behalf of any Partythis Agreement.