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 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 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 to granting a license to Patents hereunder, CRISPR shall provide As soon as is reasonably practicable following the Company Signature Date and Bayer with written notice in any event within [* * *] of the same. In furtherance Signature Date, each of granting licenses to Patents to Dicerna (or its Affiliate, as appropriate) and Roche (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 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 Roche and the information contained therein Dicerna 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. Roche and Dicerna 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 22.4 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 this Agreement (including Dicerna’s grant of license rights hereunder, Roche’s obligation to make the payments hereunder, and each Party’s performance of discovery, research, transfer development, communications with regulatory authorities and other activities, and other rights and obligations hereunder in connection with the Compounds and Products), other than this Section 22.4, shall not become effective or binding 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 commenced by the FTC or DOJ are pending, and (iii) no court or administrative orders commenced by the FTC or DOJ 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 [* * *] 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, but prior to receipt of antitrust clearance of the transactions contemplated hereunder, by written notice to the other Party.

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 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 The parties shall make appropriate filings pursuant 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 Act with respect to the transactions contemplated by this Agreement within fifteen (15) Business Days following the Effective Date and supply as promptly as practicable to the appropriate Governmental Authorities within […***…] Business Days of Bodies any additional information and documentary material that may be requested pursuant to the date of the noticeHSR Act or any other Antitrust Laws, and each such filing shall request the early termination of the waiting period required by under the HSR Act; Act in connection with any such filing. (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 The parties 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 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 Partyparty in connection with proceedings under or relating to the HSR Act or any other Antitrust Laws. Neither party will participate in any material meeting with any Governmental Body in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by such Governmental Body, the opportunity to attend and participate; provided however that nothing herein will preclude any party from participating in discussions with a Governmental Body without participation by the other parties where the discussions are initiated by the Governmental Body, or where the subject matter in the reasonable judgment of such party cannot be effectively discussed in the presence of the other parties. Purchaser shall control and lead all communications, negotiations, and strategy on behalf of the parties relating to approvals from Governmental Bodies under the HSR Act and any other Antitrust Laws, subject to the cooperation and notification provisions in this Section 6.8. Each party will (and, if applicable, will cause its appropriate Affiliate to) use commercially reasonable efforts to take all actions necessary to cause the expiration or termination of the waiting period required under the HSR Act (including any extensions thereof) as soon as practicable. From the Effective Date until the Closing Date or earlier termination of this Agreement, each member of the Selling Group and Purchaser shall make available to the other’s counsel such information as each of them may reasonably request, and as may be appropriate under applicable Antitrust Laws relative to its business, assets and property as may be required of each of them to file any additional information requested by Governmental Bodies pursuant to such Antitrust Laws. Subject to all applicable Laws, each of the parties’ respective outside counsel shall have the right to review in advance any filing made with, or written materials submitted to, any Governmental Body in connection with the transactions contemplated by this Agreement. (c) Notwithstanding anything to contrary in this Section 6.8 or elsewhere in this Agreement, neither Purchaser nor any of its Affiliates will be required (a) to dispose of any their respective assets or businesses or to limit their freedom of action with respect to any of their respective businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and/or (b) to litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, brought by any Government Body (i) challenging or seeking to prohibit the consummation of the transactions contemplated by this Agreement, (ii) seeking to prohibit or limit the ownership or operation by Purchaser of the Company or its assets, require Purchaser to dispose of or hold separate any portion of the Company or its assets, or (iii) seeking to prohibit Purchaser from effectively controlling in any material respect the Company or its assets after the Closing. Purchaser and the Selling Group shall share equally all filing fees under the HSR Act and all other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. Each of Purchaser and Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 6.8 as “outside counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such outside counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information.

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 Each of the Designee and the Company shall consult with one another with respect 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 making of any of them under the HSR Actregistrations, which shall each be filed filings and notices with the appropriate FTC and the DOJ required to consummate the transactions as promptly as practicable after the date hereof and the obtaining of all consents, authorizations and approvals of such Governmental Authorities within […***…] Business Days Entities necessary, proper or advisable to consummate the transactions. Each of the Designee and the Company shall use their reasonable best efforts to make any such registrations, filings and notices, if necessary, as promptly as reasonably practicable after the date of this Agreement. Each of the noticeDesignee and the Company shall keep the other reasonably apprised on a prompt basis of the status of matters relating to any of the foregoing. Designee and the Company shall have the right to review in advance and, to the extent practicable, and subject to any restrictions under applicable law, each such shall consult the other on, any filing shall request made with, or written materials submitted to, the early termination of FTC and/or 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 DOJ in connection with the preparation transactions and making each agrees to in good faith consider comments of any the other thereon. Designee and the Company shall promptly furnish to each other copies of all such filings and the clearance of the contemplated transactions under antitrust written materials after their filing or competition Law. […***…]. Each Party agrees submission, in each case 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 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 materialsapplicable laws. Subject to applicable Lawlaws, Designee and the Parties will consult and cooperate with Company shall promptly advise each other in connection with upon receiving any analysescommunication from the FTC or the DOJ whose consent, appearancesauthorization or approval is required to consummate the Recapitalization, presentations, memoranda, briefs, argumentsincluding promptly furnishing each other copies of any written or electronic communication, and proposals made shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any such consent, authorization or submitted to any Governmental Authority regarding approval will not be obtained or that the contemplated transactions by or on behalf receipt of any such consent, authorization or approval will be materially delayed or conditioned. (b) Notwithstanding anything to the contrary contained in this Agreement, including this Section 6.4, no Party shall be obligated to take or refrain from taking or to agree to it or its affiliates taking or refraining from taking any action or to suffer to exist any restriction, condition or requirement imposed by the FTC or DOJ which, individually or together with all other such actions, restrictions, conditions or requirements, would, or would reasonably be expected to: (i) have a material adverse effect on the business, financial condition, assets, liabilities or results of operations of such Party or any of its affiliates; (ii) impose any material limitations on such Party’s or its affiliates’ ownership or operation of all or any portion of its or any of its affiliates’ businesses, operations or assets or compel such Party or any of its affiliates to dispose of or hold separate all or any portion of its or any of its affiliates’ businesses, operations or assets or (iii) would reasonably be expected to substantially impair the benefits to such Party reasonably likely, as of the date hereof, to be realized from the consummation of the Recapitalization. (c) Notwithstanding anything to the contrary contained in this Agreement, in no event shall a Party or any of its affiliates be required by the FTC or DOJ to agree to take, or enter into any action, which action is not conditioned upon the Closing.

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 If the Second Purchase and/or the Second Investment Tranche and/or the Third Purchase and/or the Third Investment Tranche requires clearance under the Xxxx-Xxxxx-Xxxxx Xxxxxx Antitrust Improvement Act of 1976 1976, as amended (the “HSR Act”) or relevant regulations ), as determined by Purchaser, the Parties shall cooperate with one another in the preparation, execution and filing of all documents that are required to promptly prepare any filings required of any of them under be filed pursuant to the HSR Act, which shall each be filed Act and will use reasonable good faith efforts 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 all deliberate speed 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 requests from the Federal Trade Commission (“FTC”) or the Antitrust Division of the Department of Justice in connection with such filing, including without limitation a Request for Additional Information under 15 U.S.C. § 18a and 16 C.F.R. § 803.20 (a “Second Request”), if applicable. (b) Without limiting the foregoing, Seller shall give notice in writing to Purchaser approximately [**] days if reasonably practicable, or if not reasonably practicable, as far in advance as is reasonably practicable, prior to the dates on which Seller anticipates the Second Closing Trigger and the Third Closing Trigger and the occurrence of any other Governmental Authority event giving rise to Purchaser’s right to accelerate the Second Investment Tranche and/or the Third Investment Tranche pursuant to Section 1.3(c) of the Series C Purchase Agreement. Purchaser shall then determine within [**] Business Days after receiving each such notice whether or not such clearance under the HSR Act will be required in connection with authority regarding antitrust such event, and promptly notify Seller in writing of such determination. If Purchaser notifies Seller that such clearance will be required, the Parties shall file for such clearance within [**] Business Days after Purchaser so notifies Seller and the applicable closing shall not occur until after the expiration or competition matters; and termination of all applicable waiting periods under the HSR Act. If Purchaser notifies Seller that such clearance will not be required, Purchaser shall provide to Seller in writing a reasonable explanation of Purchaser’s good faith basis for such determination within [**] Business Days after providing notice to Seller thereof. Filing fees under the HSR Act shall be paid by the Seller. (c) reasonably cooperate with each other If a Second Request issues in connection with any filings required under the preparation HSR Act as described in this Section 1.9 and making notwithstanding the good faith efforts of any such filings and the Parties, clearance of the contemplated transactions Second Purchase and/or the Second Investment Tranche or the Third Purchase and/or the Third Investment Tranche has not been obtained from the FTC within one hundred eighty (180) days after the Parties’ initial premerger notification under antitrust or competition Law. […***…]. Each the HSR Act in connection with such event, then either Party agrees may elect 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 terminate 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 any further right or obligation of Purchaser to consummate the Second Purchase and to fund the Second Investment Tranche, or to consummate the Third Purchase and to fund the Third Investment Tranche, as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel applicable. Notwithstanding any of the recipient and will forgoing, a Party cannot terminate any right or obligation pursuant to this Section 1.9(c) if that Party has failed to substantially comply with the Second Request within ninety (90) days from the date on which that Second Request issued. (d) For clarity, in no event would Purchaser or its Affiliates be disclosed by such outside counsel obligated to employeesdivest, officerssell, license, transfer or otherwise dispose of any assets, 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 commit to any Governmental Authority regarding other business restriction or undertaking, to obtain clearance under the contemplated transactions by or on behalf of any PartyHSR Act pursuant to this Section 1.9.

HSR. Prior to granting a license to Patents hereunder, CRISPR shall provide the Company and Bayer with written notice Each 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 Parties shall (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 respective Affiliates to): (i) promptly, but 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 […***…] no event later than five Business Days of after the date of the noticethis Agreement unless otherwise agreed to in writing by Buyer and Sellers or Representative, make an appropriate filing of all Notification and each such filing shall request the early termination of the waiting period Report forms as required by the HSR Act; (b) use commercially reasonable efforts Act with respect to comply at the earliest practicable date with any request for additional information received transactions contemplated 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 Agreement or any other Governmental Authority with authority regarding antitrust or competition matters; Related Agreement and (cii) reasonably cooperate with each other in determining whether, and promptly preparing and making, any other filings or notifications or other consents required under Antitrust Laws to be made with, or obtained from, any other Governmental Authority in connection with the preparation and making of transactions contemplated by this Agreement or any such filings and the clearance of the contemplated transactions under antitrust or competition Law. […***…]Related Agreement. Each Party agrees to will promptly notify the other Party promptly Parties of any material substantive written communication made to or received by such Party, as the case may be, 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 under Antitrust Laws regarding 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 employeestransactions contemplated hereby, officersand, or directors of the recipient without the advance consent of the Party providing such materials. Subject subject to applicable Law, if practicable, permit the other Parties to review in advance any proposed written communication to any such Governmental Authority and consider the other Parties’ reasonable comments in good faith, not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry under Antitrust Laws concerning this Agreement or any Related Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend, and furnish the other Parties 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 Authority or its respective staff on the other hand, with respect to this Agreement or any Related Agreement and the transactions contemplated hereby. Any such provision of information, rights to participate, or consultations between the Parties will consult pursuant to this Section 4.1(b) may be made on an outside antitrust counsel-only basis to the extent required under applicable Law or as appropriate to protect sensitive business information or maintain attorney-client or other privilege; provided, that Sellers or Buyer, as applicable, may redact materials to address reasonable privilege or confidentiality concerns and cooperate to remove references concerning the valuation of Acquired Companies. Buyer shall have the principal responsibility for devising and implementing the strategy for obtaining any filings, notifications, consents or approvals under any Antitrust Laws, and in the event that the Parties do not agree with each other respect to any matter in connection with the required consents and approvals under any analysesAntitrust Laws, appearancesBuyer, presentationsafter considering in good faith the views of Representative, memoranda, briefs, arguments, and proposals made or submitted shall have ultimate authority to any Governmental Authority regarding the contemplated transactions by or on behalf of any Partydecide such matters.

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 hereunderIf necessary, 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 Backstop Parties shall work with Bayer to, (a) take promptly all actions necessary to prepare any filings, make or cause to be made all filings required of each of them or any of their “ultimate parent entities” as that term is defined in respective Subsidiaries or Affiliates under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Improvements Act of 1976 1976, as amended (the “HSR Act”) or relevant regulations with respect to the transactions contemplated hereby as promptly prepare as practicable and, in any event, by [ ], 2008, in the case of all 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 under the HSR Act for additional information information, documents or other materials 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 Backstop Parties or their respective Subsidiaries from the Federal Trade Commission or (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) or any other Governmental Authority with authority regarding antitrust governmental body in respect of such filings or competition matters; such transactions and (c) reasonably cooperate with each other in connection with any such filing (including, without limitation, to the preparation extent permitted by applicable law, providing copies of all such documents to the non-filing Parties prior to filing and making considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the FTC, the Antitrust Division or other governmental body with respect to any such filing or any such transaction. Any and all filing fees required to be paid by the Company and the Backstop Parties under the HSR Act in connection with such filings shall be borne by the Company. Each such Party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Each such Party shall promptly inform the other Party of any oral communication with, and provide copies of written communications with, any governmental body regarding any such filings or any such transaction. No Party hereto shall independently participate in any formal meeting with any governmental body in respect of any such filings and the clearance of the contemplated transactions under antitrust filings, investigation or competition Law. […***…]. Each Party agrees to notify other inquiry without giving the other Party promptly prior notice of the meeting and, to the extent permitted by such governmental body, the opportunity to attend and/or participate. Subject to applicable law, the Parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf 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 proceedings under the contemplated transactionsHSR. The Company and the Backstop Parties may, as they deem advisableeach deems advisable and necessary, reasonably designate any competitively sensitive materials material provided to the other Party under this Section as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, officers or directors of the recipient without recipient, unless express written permission is obtained in advance from the advance consent source of the Party providing such materials. Subject to applicable Lawmaterials (the Company and the Backstop Parties, as 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 Partycase may be).

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.. 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 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.