Common use of Potential Competition Review Clause in Contracts

Potential Competition Review. 13.3.1 If the act of AbbVie proceeding with the In-Licensing requires the making of filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the “HSR Act”), or under any similar pre-merger or antitrust notification provision in the European Union or any other jurisdiction, or if AbbVie’s election not to proceed with the In-Licensing results in Ablynx being required to make any filings under the HSR Act or under any similar pre-merger or antitrust notification provision in the European Union or any other jurisdiction, then all rights and obligations related to AbbVie proceeding with the In-Licensing or AbbVie’s decision not to proceed with the In-Licensing will be tolled until the applicable waiting period has expired or been terminated or until approval or clearance from the reviewing authority has been received, and each Party agrees to diligently make any such filings and respond to any request for information to expedite review of such transaction and minimize or avoid any delays in payments. 13.3.2 If the antitrust enforcement authorities in the U.S. make a second request under the HSR Act, or any antitrust enforcement authority in another jurisdiction commences an investigation related to AbbVie proceeding with the In-Licensing or decision by AbbVie not to proceed with the In-Licensing, then the Parties will, in good faith, cooperate with each other and take reasonable actions to attempt to (i) resolve all enforcement agency concerns about the transaction under investigation, and (ii) diligently oppose any enforcement agency opposition to such transaction. If the enforcement agency files a formal action to oppose the transaction, the Parties will confer in good faith to determine the appropriate strategy for resolving the enforcement agency opposition, including, and where appropriate, the renegotiation of their obligations under this Agreement with respect to the In-Licensing, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if AbbVie’s decision to proceed with the In-Licensing or not to proceed with the In-Licensing had been permitted. Notwithstanding the foregoing, nothing in this Section 13.3 will require either Party to divest, sell, license or otherwise dispose of any assets, entities or facilities.

Potential Competition Review. 13.3.1 15.2.1 If the act of AbbVie proceeding with the In-Licensing exercise of any License Option requires the making of filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the “HSR Act”), or under any similar pre-merger or antitrust notification provision in the European Union or any other jurisdiction, or if AbbVieDenali’s election not to proceed with the In-Licensing exercise a License Option results in Ablynx Licensor being required to make any filings under the HSR Act or under any similar pre-merger or antitrust notification provision in the European Union or any other jurisdiction, then all rights and obligations related to AbbVie proceeding with the In-Licensing Denali exercising any License Option or AbbVieDenali’s decision not to proceed with the In-Licensing exercise of a License Option will be tolled until the applicable waiting period has expired or been terminated or until approval or clearance from the reviewing authority has been received, and each Party agrees to diligently make any such filings and respond to any request for information to expedite review of such transaction and minimize or avoid any delays in payments. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 13.3.2 15.2.2 If the antitrust enforcement authorities in the U.S. make a second request under the HSR Act, or any antitrust enforcement authority in another jurisdiction commences an investigation related to AbbVie proceeding with the In-Licensing Denali exercising a License Option or a decision by AbbVie Denali not to proceed with the In-Licensingexercise a License Option, then the Parties will, in good faith, cooperate with each other and take reasonable actions to attempt to (ia) resolve all enforcement agency concerns about the transaction under investigation, and (iib) diligently oppose any enforcement agency opposition to such transaction. If the enforcement agency files a formal action to oppose the transaction, the Parties will confer in good faith to determine the appropriate strategy for resolving the enforcement agency opposition, including, and where appropriate, the renegotiation of their obligations under this Agreement with respect to the In-Licensingexercise of any License Option, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if AbbVieDenali’s decision to proceed with exercise of the In-Licensing License Option or not to proceed with exercise of the In-Licensing License Option had been permitted. Notwithstanding the foregoing, nothing in this Section 13.3 15.2 will require either Party to divest, sell, license or otherwise dispose of any assets, entities or facilities.

Potential Competition Review. 13.3.1 If the act of AbbVie proceeding with the In-Licensing requires the making of filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the “HSR Act”), or under any similar pre-merger or antitrust notification provision in the European Union or any other jurisdiction, or if AbbVie’s election not to proceed with the In-Licensing results in Ablynx being required to make any filings under the HSR Act or under any similar pre-merger or antitrust notification provision in the European Union or any other jurisdiction, then all rights and obligations related to AbbVie proceeding with the In-Licensing or AbbVie’s decision not to proceed with the In-Licensing will be tolled until the applicable waiting period has expired or been terminated or until approval or clearance from the reviewing authority has been received, and each Party agrees to diligently make any such filings and respond to any request for information to expedite review of such transaction and minimize or avoid any delays in payments. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 13.3.2 If the antitrust enforcement authorities in the U.S. make a second request under the HSR Act, or any antitrust enforcement authority in another jurisdiction commences an investigation related to AbbVie proceeding with the In-Licensing or decision by AbbVie not to proceed with the In-Licensing, then the Parties will, in good faith, cooperate with each other and take reasonable actions to attempt to (i) resolve all enforcement agency concerns about the transaction under investigation, and (ii) diligently oppose any enforcement agency opposition to such transaction. If the enforcement agency files a formal action to oppose the transaction, the Parties will confer in good faith to determine the appropriate strategy for resolving the enforcement agency opposition, including, and where appropriate, the renegotiation of their obligations under this Agreement with respect to the In-Licensing, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if AbbVie’s decision to proceed with the In-Licensing or not to proceed with the In-Licensing had been permitted. Notwithstanding the foregoing, nothing in this Section 13.3 will require either Party to divest, sell, license or otherwise dispose of any assets, entities or facilities.

Potential Competition Review. 13.3.1 15.2.1 If the act of AbbVie proceeding with the In-Licensing exercise of any License Option requires the making of filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (the “HSR Act”), or under any similar pre-merger or antitrust notification provision in the European Union or any other jurisdiction, or if AbbVieDenali’s election not to proceed with the In-Licensing exercise a License Option results in Ablynx Licensor being required to make any filings under the HSR Act or under any similar pre-merger or antitrust notification provision in the European Union or any other jurisdiction, then all rights and obligations related to AbbVie proceeding with the In-Licensing Denali exercising any License Option or AbbVieDenali’s decision not to proceed with the In-Licensing exercise of a License Option will be tolled until the applicable waiting period has expired or been terminated or until approval or clearance from the reviewing authority has been received, and each Party agrees to diligently make any such filings and respond to any request for information to expedite review of such transaction and minimize or avoid any delays in payments. 13.3.2 15.2.2 If the antitrust enforcement authorities in the U.S. make a second request under the HSR Act, or any antitrust enforcement authority in another jurisdiction commences an investigation related to AbbVie proceeding *** Certain information in this agreement has been omitted and filed separately with the In-Licensing Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. Denali exercising a License Option or a decision by AbbVie Denali not to proceed with the In-Licensingexercise a License Option, then the Parties will, in good faith, cooperate with each other and take reasonable actions to attempt to (ia) resolve all enforcement agency concerns about the transaction under investigation, and (iib) diligently oppose any enforcement agency opposition to such transaction. If the enforcement agency files a formal action to oppose the transaction, the Parties will confer in good faith to determine the appropriate strategy for resolving the enforcement agency opposition, including, and where appropriate, the renegotiation of their obligations under this Agreement with respect to the In-Licensingexercise of any License Option, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if AbbVieDenali’s decision to proceed with exercise of the In-Licensing License Option or not to proceed with exercise of the In-Licensing License Option had been permitted. Notwithstanding the foregoing, nothing in this Section 13.3 15.2 will require either Party to divest, sell, license or otherwise dispose of any assets, entities or facilities.