Common use of Notification under the HSR Act Clause in Contracts

Notification under the HSR Act. (a) As a result of the aggregate consideration being paid by the Investor under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten (10) Business Days after the date of this Agreement, file or cause to be filed with the Federal Trade Commission and the Department of Justice the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. (b) Each of Investor and Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration Agreement; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. (a) As a result of 7.1 If, the Purchaser reasonably determines that the aggregate consideration being paid by the Investor Purchaser under this Agreement and the Collaboration Agreement, which License Agreement satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten (10) Business Days after the date of this Agreementreasonably cooperate to, file or cause to be filed as soon as reasonably practical in advance of any Subsequent Closing with the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. (b) Each of Investor 7.2 The Purchaser and the Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration Agreement; Agreements; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority merger control authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; Agreements; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authoritymerger control authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority merger control authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authority; merger control authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority merger control authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. As soon as reasonably practicable (a) As a result and, in the case of the aggregate consideration being paid by the Investor under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold filings under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten (10) Business Days 10 business days after the date of this Agreementhereof), file or cause to be filed with the Federal Trade Commission Contributors, the Partnership and the Department of Justice the notifications Acquirer shall (i) make all required to be filed filings (including any filings required under the HSR Act by the Contributors or their affiliates in connection with the transactions contemplated under the Membership Interest Purchase Agreement), prepare all required applications and conduct negotiations with each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) without limiting Section 9.6, use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the rules and regulations promulgated thereunder other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement. The parties will Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, and (iv) without limiting Section 9.6, use all commercially reasonable efforts to respond on a timely basis to and resolve any requests for additional information made objections as may be asserted by either of such agencies. (b) any Governmental Authority with respect to this Agreement and the other Transaction Agreements. Each of Investor and Company shall: (i) Party shall reasonably cooperate with each and use all commercially reasonable efforts to assist the other in connection with respect to such filings, applications and negotiations. The Contributors and Acquirer shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any investigation Governmental Authority regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration Agreement; (ii) reasonably keep without giving the other party informed Parties prior notice of any communication received by such party fromthe meeting and, or given by such party to, the FTC, the DOJ or any other Merger Control Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authority, and to the extent permitted by the FTCsuch Governmental Authority, the DOJ or such other Merger Control Authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and/or participate. Any Party may, as it deems advisable and participate in such meetings and conferences; and (v) permit necessary, reasonably designate any competitively sensitive material provided to the other party or their under this Section 6.6 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the extent reasonably practicable to review in advance, and in good faith consider the views source of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority to enable the other party to attendmaterials. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. Both Parties shall promptly file (a) As a result of the aggregate consideration being paid by the Investor under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten within seven (107) Business Days after the date hereof) the HSR Filings with the FTC and the DOJ pursuant to the HSR Act. The Parties shall use their commercially reasonable efforts to promptly obtain HSR Clearance for the consummation of this Agreement, file or cause to be filed with the Federal Trade Commission Agreement and the Department Collaboration Agreement and the transactions contemplated hereby and thereby and shall keep each other apprised of Justice the notifications status of any communications with, and any inquiries or requests for additional information from, the FTC and the DOJ and shall comply promptly with any such inquiry or request; provided, however, that neither Party shall be required to be filed under consent to the HSR Act divestiture or other disposition of any assets (including the assets of any Affiliate of either Party) or to consent to any other structural or conduct remedy, and each Party and its Affiliates shall have no obligation to contest or settle, administratively or in court, any ruling, order or other action of the rules and regulations promulgated thereunder with respect to FTC or DOJ or any Third Party respecting the transactions contemplated by this Agreement or the Collaboration Agreement. The parties will use all reasonable efforts Parties shall instruct their respective counsel to respond on a timely basis to any requests for additional information made by either of such agencies. (b) Each of Investor and Company shall: (i) reasonably cooperate with each other and use their commercially reasonable efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration of the applicable HSR Act waiting period. Each Party’s counsel will undertake (i) to keep each other appropriately informed of communications from and to personnel of the reviewing antitrust authority, and (ii) to confer with each other regarding appropriate contacts with and responses to personnel of the FTC or DOJ. Purchaser shall be responsible for any filing fees in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration Agreement; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority to enable the other party to attendHSR Filings. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. (a) As a result of the aggregate consideration being paid by the Investor under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon promptly as practicable, and, in any event, no but not later than ten the tenth (1010th) Business Days after Day following the date of this Agreement, file the Investor and the Company shall make or cause to be filed with made the Federal Trade Commission and filings required of the Department of Justice the notifications required to be filed parties or their “ultimate parent entities” under the HSR Act Act. Each party shall be responsible for its own costs and expenses associated with the notifications and filings under applicable Antitrust Law, and the rules and regulations promulgated thereunder with respect to Investor shall pay the transactions contemplated by this Agreementapplicable filing fee under the HSR Act. The parties will Each party shall use all its commercially reasonable efforts to respond on a timely basis obtain the expiration or termination of the applicable waiting period under the HSR Act, and to obtain the termination or expiration of any requests for additional information made by either other applicable waiting periods or any necessary approvals or consents under any other applicable Antitrust Law, at the earliest possible date after the date of such agenciesfiling. (b) Each of The Investor and the Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration AgreementAgreements; (ii) reasonably keep the other party promptly informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration AgreementAgreements; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or FTC, the DOJ or any other Merger Control Authorities for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authority; provided, however, that such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of the Investor, the Company or their respective Affiliates, (ii) agree to any restrictions on the activities of the Investor, the Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration AgreementAgreements.

Notification under the HSR Act. (a) 7.1. As a result of the aggregate consideration being paid by the Investor under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten seven (107) Business Days after the date of this AgreementSigning Date, file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. Each party will be responsible for its own costs and expenses and the Investor will be responsible for all filing fees associated with any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder. (b) Each of 7.2. The Investor and the Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration Agreement; Agreements; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority merger control authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; Agreements; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authoritymerger control authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority merger control authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authority; merger control authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority merger control authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. (a) 7.1 As a result of the aggregate consideration being paid by the Investor Purchaser under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten five (105) Business Days after the date of this AgreementSigning Date, file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. Each party will be responsible for its own costs and expenses and the Purchaser will be responsible for all filing fees associated with any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder. (b) Each of Investor 7.2 The Purchaser and the Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration Agreement; Agreements; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority merger control authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; Agreements; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authoritymerger control authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority merger control authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authority; merger control authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority merger control authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. (a) As a result of Subject to the aggregate consideration being paid by terms and conditions hereof, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to, as promptly as practicable under applicable Law, consummate and make effective the Investor under this Agreement and the Collaboration Agreementtransactions contemplated hereby, which satisfies the size of transaction jurisdictional threshold including using its commercially reasonable efforts to obtain or make all necessary or appropriate filings required under the HSR Act, Act or applicable Law and to prevent or lift any injunction or other legal bar to the parties shall, consummation of the transactions contemplated by this Agreement as soon promptly as practicable, and, in any event, no later than ten (10) Business Days practicable after the date of this Agreement. If the Investor or the Company determines that an HSR Filing is necessary, it shall so notify the other party, and each party shall as soon as practicable but no later than fifteen (15) Business Days of the Signing Date (or such later time as may be agreed to in writing by the parties), file or cause to be filed with the Federal Trade Commission FTC and the Department Antitrust Division of Justice the notifications DOJ, any HSR Filing required to be filed of it under the HSR Act in the reasonable opinion of either party with respect to the Transaction. The Investor and Company each will use commercially reasonable efforts to provide any supplemental information that may be requested in connection therewith pursuant to the rules HSR Act, which notification and regulations promulgated thereunder report forms and supplemental information will comply in all material respects with the requirements of the HSR Act. The Investor and Company shall (i) use their commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests for documentation or information or any request for additional information (a “second request”) received from the FTC or the DOJ and to all similar inquiries and requests received from any other Governmental Authority, and (ii) use their commercially reasonable efforts to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement. The parties will use Agreement under the HSR Act and all reasonable efforts other applicable competition Laws and to respond on a timely basis to any requests for additional information made by either of such agencies. (b) Each of Investor and Company shall: (i) reasonably cooperate with each other in connection with any investigation cause the waiting periods, approvals or other inquiry relating requirements under the HSR Act and all other applicable competition Laws to terminate or expire or be obtained prior to the Termination Date. None of the parties shall knowingly take, cause or permit to be taken any action which such party reasonably expects is likely to materially delay or prevent consummation of the transactions contemplated by the Transaction Agreements and the Collaboration this Agreement; (ii) reasonably keep the other party informed . None of any communication received by such party from, or given by such party to, the FTC, the DOJ Investor or any of its Subsidiaries or Affiliates shall acquire or make any investment in any corporation, partnership, limited liability company or other Merger Control Authority and business organization or any division or assets thereof, that would reasonably be expected to delay the satisfaction of any communication received the conditions contained in Section 8.1 or given in connection with any proceeding by a private party, in each case regarding materially delay or prevent the consummation of the transactions contemplated by the Transaction Agreements or the Collaboration this Agreement; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably . Each party shall consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and consider in good faith consider the views of the other party prior to entering into any agreement, arrangement, undertaking or their counsel concerning, understanding (oral or written) with any submission, filing or communication (and documents submitted therewith) intended Governmental Authority relating to be given by it any competition Laws with respect to the FTCTransactions; provided, that the DOJ or final determination as to the appropriate course of action shall be made by the Investor. The parties shall use reasonable best efforts to cooperate with one another to the extent necessary in the preparation of any other Merger Control Authoritysuch HSR Filing. Each party shall be responsible for its own costs and expenses associated with any HSR Filing; provided, however, such party that the Investor shall be under no obligation solely responsible for paying any filing fees required to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree be paid to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay Governmental Authority in connection with making any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreementsuch HSR Filing.

Notification under the HSR Act. (a) As a result of the aggregate consideration being paid by the Investor under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon promptly as practicable, and, in any event, no but not later than ten the tenth (1010th) Business Days after business day following the date of this Agreement, file each of Investor and Company shall make or cause to be filed made under applicable Antitrust Law the notifications and filings listed on Schedule 11.2 of this Agreement (the “Initial Antitrust Requirements”). Each party shall be responsible for its own costs and expenses associated with the Federal Trade Commission notifications and filings under applicable Antitrust Law, and Investor shall pay the Department of Justice the notifications required to be filed applicable premerger filing fee under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this AgreementAct. The parties will Each party shall use all its commercially reasonable efforts to respond on a timely basis obtain the expiration or termination of the applicable waiting period under the HSR Act, and to obtain the termination or expiration of any requests for additional information made by either other applicable waiting periods or any necessary approvals or consents under any other applicable Antitrust Law, including the Initial Antitrust Requirements, at the earliest possible date after the date of such agenciesfiling. (b) Each of Investor and Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration Agreement; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or FTC, the DOJ or any other Merger Control Authorities for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. (a) 7.1 As a result of the aggregate consideration being paid by the Investor Purchaser under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten five (105) Business Days after the date of this AgreementSigning Date, file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. Each party will be responsible for its own costs and expenses and the Purchaser will be responsible for all filing fees associated with any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder. (b) Each of Investor 7.2 The Purchaser and the Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. contemplated by the Transaction Agreements and the Collaboration AgreementAgreements; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority merger control authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration AgreementAgreements; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authoritymerger control authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority merger control authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authoritymerger control authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority merger control authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. (a) 7.1 As a result of the aggregate consideration being paid by the Investor under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten seven (107) Business Days after the date of this AgreementSigning Date, file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. Each party will be responsible for its own costs and expenses and the Investor will be responsible for all filing fees associated with any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder. (b) Each of 7.2 The Investor and the Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration AgreementAgreements; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority merger control authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration AgreementAgreements; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authoritymerger control authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority merger control authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authoritymerger control authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority merger control authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. (a) As a result of Subject to the aggregate consideration being paid by terms and conditions hereof, each Party will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to, as promptly as practicable under applicable Law, consummate and make effective the Investor under this Agreement and the Collaboration AgreementTransaction, which satisfies the size of transaction jurisdictional threshold including using commercially reasonable efforts to obtain or make all necessary or appropriate filings required under the HSR Act, Act or applicable Law and to prevent or lift any injunction or other legal bar to the parties shall, consummation of the Transaction as soon promptly as practicable, and, in any event, no later than ten (10) Business Days practicable after the date of this Agreement. Each Party shall as soon as practicable after the Signing Date but no later than fifteen (15) Business Days of the Signing Date (or such later time as may be agreed to in writing by the Parties), file or cause to be filed with the Federal Trade Commission FTC and the Department Antitrust Division of Justice the DOJ or any other applicable Governmental Authority, any HSR Filing required of it under the HSR Act or any notifications or other filings required to be filed under any other Law in the HSR Act and the rules and regulations promulgated thereunder reasonable opinion of either Party with respect to the transactions contemplated by this AgreementTransaction. The parties Investor and the Company each will use commercially reasonable efforts to provide any supplemental information that may be requested in connection therewith pursuant to the HSR Act, which notification and report forms and supplemental information will comply in all material respects with the requirements of the HSR Act. The Investor and the Company shall (i) use commercially reasonable efforts to respond on a timely basis as promptly as practicable to any requests for additional information made by either of such agencies. (b) Each of Investor and Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration Agreement; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; (iii) promptly respond to and certify substantial compliance with any inquiries or requests for documentation or information or any request for additional information (a “second request”) received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or and to all similar inquiries and requests received from any other Merger Control Governmental Authority, and (ii) use commercially reasonable efforts to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the extent permitted by Transaction under the FTCHSR Act and all other applicable competition Laws and to cause the waiting periods, approvals or other requirements under the DOJ HSR Act and all other applicable competition Laws to terminate or such other Merger Control Authority and reasonably determined by such party expire or be obtained prior to the Termination Date. None of the Parties shall knowingly take, cause or permit to be appropriate under taken any action which such Party reasonably expects is likely to materially delay or prevent consummation of the circumstancesTransaction. None of Investor or any of its Subsidiaries or Affiliates shall acquire or make any investment in any corporation, give partnership, limited liability company or other business organization or any division or assets thereof, that would reasonably be expected to delay the satisfaction of the conditions contained in Section 8.1 or materially delay or prevent the consummation of the Transaction. Each Party shall consult with the other party or their counsel the opportunity to attend Party and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and consider in good faith consider the views of the other party Party prior to entering into any agreement, arrangement, undertaking or their counsel concerning, understanding (oral or written) with any submission, filing or communication (and documents submitted therewith) intended Governmental Authority relating to be given by it any competition Laws with respect to the FTCTransactions; provided, that the DOJ or final determination as to the appropriate course of action shall be made by the Investor. The Parties shall use commercially reasonable efforts to cooperate with one another to the extent necessary in the preparation of any other Merger Control Authoritysuch HSR Filing. Each Party shall be responsible for its own costs and expenses associated with any HSR Filing; provided, however, such party that the Investor shall be under no obligation solely responsible for paying any filing fees required to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree be paid to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay Governmental Authority in connection with making any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreementsuch HSR Filing.

Notification under the HSR Act. (a) As a result of the aggregate consideration being paid by the Investor under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the The parties shall, as soon as practicable, and, in any event, no later than ten (10) Business Days days after the date of this Agreement, file or cause to be filed with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”) the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreementthe Transaction Agreements. The Investor will be responsible for all filing fees associated with any notifications required to be filed under the HSR Act. The parties will shall use all commercially reasonable efforts to respond on a timely basis promptly obtain clearance under the HSR Act for the consummation of the transactions contemplated by the Transaction Agreements, including by requesting early termination of the HSR waiting period. The parties each agree not to take any requests action that will have the effect of delaying, impairing, or impeding, the early termination or expiration of the applicable waiting period under the HSR Act for additional information made the transactions contemplated by either of such agencies. (b) Each of Investor and Company shall: (i) reasonably the Transaction Agreements. The parties commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the expiration or termination of the applicable HSR Act waiting period at the earliest practicable date. Such commercially reasonable efforts and cooperation include, but are not limited to, counsel’s undertaking (a) to promptly inform the other party of any written or oral communication received from the DOJ or the FTC; (b) to respond as promptly as reasonably practicable to any request from the DOJ or the FTC for information, documents or other materials in connection with any investigation a review of the transactions contemplated by the Transaction Agreements; (c) to provide to the other party, and permit the other party to review and comment in advance of submission, all proposed correspondence, filings, and written communications to the DOJ or other inquiry relating the FTC with respect to the transactions contemplated by the Transaction Agreements (other than the notifications required to be filed under the HSR Act); and the Collaboration Agreement; (iid) reasonably keep the other party informed of not to participate in any communication received by such party from, substantive meeting or given by such party to, the FTC, discussion with the DOJ or any other Merger Control Authority and the FTC in respect of any communication received an investigation or given in connection with any proceeding by a private party, in each case regarding inquiry concerning the transactions contemplated by the Transaction Agreements or unless it consults with the Collaboration Agreement; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC other party in advance and, except as prohibited by applicable law or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority and reasonably determined by such party to be appropriate under the circumstances, give gives the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authoritytherein; provided, however, such that materials provided pursuant to this Section 10.3 may be redacted (x) to remove references concerning the valuation, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. The parties will consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any party shall be under no obligation to reschedule any meetings the DOJ or conferences with the FTC, the DOJ except as may be prohibited by or any other Merger Control Authority to enable the other party to attend. (c) restricted by law. Notwithstanding anything to the contrary contrary, nothing in this Section 10.3 or elsewhere in this Agreement, shall require the terms “commercially reasonable efforts” Investor or “reasonable efforts” do not require that either party the Company, or any of their respective Affiliates to (ior agree or commit to) offersell, negotiatedivest or otherwise dispose of, commit to or effectconvey, by consent decreelicense, hold separate orderseparate, trust or otherwiseotherwise restrict or limit freedom of action with respect to, the saleany assets, divestiturebusiness, license or other disposition of any capital stock, assetsproducts, rights, products or businesses of Investorlicenses, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliatesinvestments, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacateassets, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreementinterests therein.

Notification under the HSR Act. (a) As a result Each Party will use reasonable best efforts, and will cooperate with each other and cause its Affiliates to use reasonable best efforts, in attempting to obtain HSR Clearance as promptly as possible following the date hereof. Each Party will advise each other as to material developments with respect to the status of receipt of approvals. Without limitation of the aggregate consideration being paid by foregoing, each Party agrees to make the Investor under this Agreement HSR Filing within [**] after the date hereof and request early termination of the Collaboration Agreementapplicable waiting period, which satisfies the size of transaction jurisdictional threshold under and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. No Party will take any action, and will cause its Affiliates not to take any action, that will have the parties shalleffect of delaying, as soon as practicable, and, impairing or impeding the receipt of HSR Clearance and will promptly respond to any requests for additional information from any Governmental Authority or other third party in respect thereof. Each Party hereby covenants and agrees to use its reasonable best efforts to secure termination of any event, no later than ten (10) Business Days after the date of this Agreement, file or cause to be filed with the Federal Trade Commission and the Department of Justice the notifications required to be filed waiting periods under the HSR Act or any other applicable law and to obtain the rules and regulations promulgated thereunder with respect to approval of the FTC, the Antitrust Division of the DOJ and/or any other Governmental Authority, as applicable, for the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. (b) Each of Investor and Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by , the Transaction Agreements and Documents, the Stock Purchase Agreement or the Collaboration Agreement; Agreement (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority and of agreement attached to any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration Agreement; such agreement) (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTCcollectively, the DOJ or any other Merger Control Authority“Transactions”). Bayer will control and lead all negotiations and strategy on behalf of the parties relating to HSR Clearance, subject to prior discussion with and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and taking into account in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it Arvinas. Notwithstanding anything herein to the FTCcontrary, no Party and none of such Party’s Affiliates will be obligated to contest any final action or decision taken by any Governmental Authority challenging the DOJ or consummation of any other Merger Control Authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority to enable the other party to attend. (c) Transaction. Notwithstanding anything herein to the contrary in this Agreementcontrary, the terms “commercially reasonable efforts” no Party and none of such Party’s Affiliates will be obligated (1) to propose or “reasonable efforts” do not require that either party (i) offeragree to accept any undertaking or condition, negotiate, commit to or effect, by enter into any consent decree, hold separate order, trust or otherwise, the sale, to make any divestiture, license or other disposition of to accept any capital stockoperational restriction, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to preventobtain the receipt of HSR Clearance, effect (2) to litigate or defend against any challenge to the dissolution of, vacate, consummation of any Transaction or lift (3) to contest any decree, order, judgment, injunction, temporary restraining order, final action or other order in decision taken by any suit Governmental Authority challenging the consummation of any Transaction. Any filing fees due under or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated with respect to such HSR Filing will be shared equally by the Transaction Agreements or the Collaboration AgreementArvinas and Bayer.

Notification under the HSR Act. (a) 7.1 As a result of the aggregate consideration being paid by the Investor Purchaser under this Agreement and the Collaboration License Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten seven (107) Business Days after the date of this AgreementSigning Date, file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. Each party will be responsible for its own costs and expenses and the Purchaser will be responsible for all filing fees associated with any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder. (b) Each of Investor 7.2 The Purchaser and the Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration AgreementAgreements; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority merger control authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration AgreementAgreements; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authoritymerger control authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority merger control authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authoritymerger control authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority merger control authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.

Notification under the HSR Act. (a) 7.1 As a result of the aggregate consideration being paid by the Investor Purchaser under this Agreement and the Collaboration Agreement, which satisfies the size of transaction jurisdictional threshold under the HSR Act, the parties shall, as soon as practicable, and, in any event, no later than ten five (105) Business Days after the date of this AgreementSigning Date, file or cause to be filed with the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) the notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder with respect to the transactions contemplated by this Agreement. The parties will use all reasonable efforts to respond on a timely basis to any requests for additional information made by either of such agencies. Each party will be responsible for its own costs and expenses and the Purchaser will be responsible for all filing fees associated with any notifications required to be filed under the HSR Act and the rules and regulations promulgated thereunder. (b) Each of Investor 7.2 The Purchaser and the Company shall: (i) reasonably cooperate with each other in connection with any investigation or other inquiry relating to the transactions contemplated by the Transaction Agreements and the Collaboration AgreementAgreements; (ii) reasonably keep the other party informed of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Merger Control Authority merger control authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transactions contemplated by the Transaction Agreements or the Collaboration AgreementAgreements; (iii) promptly respond to and certify substantial compliance with any inquiries or requests received from the FTC or the DOJ for additional information or documentation; (iv) reasonably consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Merger Control Authoritymerger control authority, and to the extent permitted by the FTC, the DOJ or such other Merger Control Authority merger control authority and reasonably determined by such party to be appropriate under the circumstances, give the other party or their counsel the opportunity to attend and participate in such meetings and conferences; and (v) permit the other party or their counsel to the extent reasonably practicable to review in advance, and in good faith consider the views of the other party or their counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Merger Control Authoritymerger control authority; provided, however, such party shall be under no obligation to reschedule any meetings or conferences with the FTC, the DOJ or any other Merger Control Authority merger control authority to enable the other party to attend. (c) Notwithstanding anything to the contrary in this Agreement, the terms “commercially reasonable efforts” or “reasonable efforts” do not require that either party (i) offer, negotiate, commit to or effect, by consent decree, hold separate order, trust or otherwise, the sale, divestiture, license or other disposition of any capital stock, assets, rights, products or businesses of Investor, Company or their respective Affiliates, (ii) agree to any restrictions on the activities of Investor, Company or their respective Affiliates, or (iii) pay any material amount or take any other action to prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other order in any suit or proceeding that would otherwise have the effect of preventing or delaying any of the transactions contemplated by the Transaction Agreements or the Collaboration Agreement.