Common use of Regulatory Cooperation Clause in Contracts

Regulatory Cooperation. Each of the Parties shall and shall cause its respective Affiliates to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to defend in response to a Governmental Entity inquiry, investigation or challenge, in the most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including seeking to close any pending investigations. Each of the Parties shall furnish to the other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing, and shall cooperate with the other Parties including, but not limited to, through (i) providing advance notice of meetings and calls with any Governmental Entity, (ii) providing notice of agency contacts and requests, (iii) providing the opportunity for Sellers (or, as appropriate, its outside counsel) to attend meetings and calls with any Governmental Entity and review in advance any material agency submissions by Purchaser, (iv) the discussion of timing agreements, and (v) the discussion of document production parameters, interview schedules, and investigational hearing schedules. Subject to Purchaser’s obligations in this Section 5.5(a), in all instances, Purchaser will make the final determination as to the appropriate course of action with any Governmental Entity regarding any antitrust investigation or challenge by such Governmental Entity to the Transaction, provided however that Purchaser will consult with Sellers and consider in good xxxxx Xxxxxxx’ views in material aspects of the defense strategy and tactics and Sellers will in good faith use commercially reasonable efforts to assist and support Purchaser in defense of the Transaction. Each of the Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.5 as “outside counsel only.” Such material 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, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or Purchaser, as the case may be) or its legal counsel.

Regulatory Cooperation. Each In connection with any regulatory or judicial proceedings (collectively referred to as “Regulatory Proceedings”) relating to this Agreement: [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) The parties will consult and cooperate reasonably with one another, consider in good faith the views of the Parties shall and shall cause its respective Affiliates to use commercially reasonable efforts to take, or cause to be taken, all actionsone another, and provide to do, or cause to be done, and to assist and cooperate with the other Parties party in doingadvance any analyses, all things necessaryappearances, proper presentations, memoranda, briefs, arguments, opinions and proposals they or advisable to defend in response their agents make or submit to a Governmental Entity inquiry, investigation or challenge, in the most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including seeking to close any pending investigationsAuthority. Each of the Parties shall furnish to the other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with Without limiting the foregoing, and shall cooperate with the other Parties including, but not limited to, through parties hereto agree to (i) providing give each other reasonable advance notice of all meetings and calls with any Governmental EntityAuthority, (ii) providing notice give each other an opportunity to participate in each of agency contacts and requestssuch meetings, (iii) providing to the opportunity for Sellers (orextent practicable, as appropriate, its outside counsel) to attend meetings and calls give each other reasonable advance notice of all substantive oral communications with any Governmental Entity and review in advance any material agency submissions by PurchaserAuthority, (iv) if any Governmental Authority initiates a substantive oral communication promptly notify the discussion other party of timing agreementsthe substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Authority, (vi) provide each other with copies of all written communications to or from any Governmental Authority, and (vii) not advance arguments in connection with any regulatory review or litigation proceeding related to this Agreement (other than litigation between the parties) over the objection of the other party that would reasonably be likely to have a significant adverse impact on that other party, provided however, that neither party shall be required to comply with subsection (ii) to the extent that the Governmental Authority objects to the participation of the party, or with subsections (v) the discussion of document production parameters, interview schedules, and investigational hearing schedules. Subject to Purchaser’s obligations in this Section 5.5(a), in all instances, Purchaser will make the final determination as or (vi) to the appropriate course of action with any Governmental Entity regarding any antitrust investigation extent that such disclosure may raise regulatory, privilege, privacy, or challenge by such Governmental Entity to other business concerns (in which case, the Transaction, provided however that Purchaser will consult with Sellers and consider in good xxxxx Xxxxxxx’ views in material aspects of the defense strategy and tactics and Sellers will in good faith use commercially reasonable efforts to assist and support Purchaser in defense of the Transaction. Each of the Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.5 as “disclosure may be made on an outside counsel onlybasis).” Such material and the (b) The parties will cooperate reasonably with Governmental Authorities to provide information contained therein shall be given only in response to the outside legal counsel of the recipient and will not be disclosed any issues, objections or concerns they may have and, if required for approval by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials a Governmental Authority [*]. (the Sellers or Purchaser, as the case may bec) or its legal counsel.[*]

Regulatory Cooperation. Each of (a) In connection with obtaining the Key Regulatory Approvals, subject to Applicable Law, the Parties shall shall, and shall cause their Affiliates to: (i) as soon as reasonably practicable following a determination by a Party that a filing is required or prudent, as set forth in Section 3(b) or as required in Section 3.7 of the Arrangement Agreement, make a filing in respect of the transactions contemplated by this Agreement, submit such filing with the applicable Governmental Authority in accordance with such foreign investment laws; (ii) use its respective Affiliates to use commercially reasonable efforts to takeobtain all Key Regulatory Approvals as soon as reasonably practicable, or cause but in any event no later than three Business Days prior to be taken, all actions, and to do, or cause to be done, and to assist and the Outside Date; (iii) cooperate with the each other Parties in doing, all things necessary, proper or advisable to defend in response to a Governmental Entity inquiry, investigation or challenge, in the most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including seeking to close any pending investigations. Each of the Parties shall furnish provide such assistance to the each other Parties such necessary information and reasonable assistance as such other each Party may reasonably request in connection with obtaining the foregoing, and shall cooperate with the other Parties including, but not limited to, through (i) providing advance notice of meetings and calls with any Governmental Entity, (ii) providing notice of agency contacts and requests, (iii) providing the opportunity for Sellers (or, as appropriate, its outside counsel) to attend meetings and calls with any Governmental Entity and review in advance any material agency submissions by Purchaser, Key Regulatory Approvals; (iv) respond at the discussion earliest practicable date to any requests for information (including in respect of timing agreements, and any submissions or supplementary information requests) or requests for meetings by any Governmental Authority; (v) the discussion of document production parameters, interview schedules, permit each other an advance opportunity to review and investigational hearing schedules. Subject comment upon any proposed written communications to Purchaser’s obligations in this Section 5.5(a), in all instances, Purchaser will make the final determination as to the appropriate course of action with any Governmental Entity regarding any antitrust investigation or challenge by such Governmental Entity to the TransactionAuthority, provided however that Purchaser will consult with Sellers and consider in good xxxxx Xxxxxxx’ views in material aspects faith the comments of each other, and provide each other with final copies thereof; (b) In connection with any determination by the Shareholder that a filing by the Corporation is required or prudent to obtain a Key Regulatory Approval, the Shareholder shall make such determination as soon as reasonably practicable upon receipt of the defense strategy information reasonably necessary to make such determination in an informed manner and tactics and Sellers will only after consultation with the Corporation in good faith use commercially reasonable efforts and acting reasonably. In the event that the Shareholder does make the determination to assist obtain a Key Regulatory Approval pursuant to the foregoing sentence, such filing shall be deemed to be a Key Regulatory Approval under the Arrangement Agreement and support Purchaser the Corporation shall pursue such Key Regulatory Approval in defense of accordance with the Transaction. Each of the Sellers and Purchaser mayArrangement Agreement. (c) Notwithstanding any requirement in this Agreement, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided where a Party is required to provide information to the other under this Section 5.5 as “outside counsel only.” Such material and Party that the disclosing Party deems to be competitively or commercially sensitive, the disclosing Party may restrict the provision of such competitively sensitive information contained therein shall be given only to the outside external legal counsel of the recipient and will not be disclosed by other Party, provided that the disclosing Party also provides a redacted version of any such outside counsel information to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or Purchaser, as the case may be) or its legal counselother Party.

Regulatory Cooperation. Each of the Parties shall and shall cause its respective Affiliates to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate Party will share with the other Parties Party any existing or new regulatory information Controlled by such Party (including in doingrelation to any INDs with respect to any Licensed Product) generated or received from Regulatory Authorities with respect to the Development of the Licensed Compound and Licensed Products, and each Party shall reasonably cooperate and support the other Party in all things necessary, proper or advisable regulatory activities related to defend in response to a Governmental Entity inquiry, investigation or challenge, the Licensed Compound and Licensed Products in the most expeditious manner practicableField in the Territory. Without limiting the foregoing: (i) With respect to any Clinical Trial for Licensed Products in any Mono/PD-1 Combination which either (A) OncoC4 Controls and is the sponsor, or (B) BioNTech is the Transaction sponsor but has delegated or transferred all or part of its responsibilities with respect to such Clinical Trial to OncoC4, (I) OncoC4 shall promptly share with BioNTech all material information and all written correspondence received by OncoC4 or its Affiliate from a Regulatory Authority (or that otherwise is in OncoC4’s possession or control and for which OncoC4 is not prohibited from sharing with BioNTech pursuant to any agreement with a Third Party) relating to such Clinical Trial, and (II) BioNTech shall have the other transactions contemplated by this Agreement right to review, comment, amend and approve (not to be unreasonably withheld, conditioned or delayed with respect to any Clinical Trial for which OncoC4 is the other Transaction Documentssponsor) any submissions or correspondence relating to such Clinical Trial prior to OncoC4 filing with relevant Regulatory Authorities (provided, including seeking that with respect to close any pending investigations. Each of Clinical Trial for which OncoC4 is the Parties shall furnish sponsor, OncoC4 will have final decision-making authority with respect to such submissions or correspondence to the other Parties extent required by applicable Law or to comply with applicable Law, and nothing contained herein will prevent OncoC4 from making any submission that is necessary in order to comply with applicable Law), and, to the extent permitted by applicable Law and Regulatory Authorities, BioNTech shall have the right but not the obligation to attend all meetings or calls with such necessary information Regulatory Authority. (ii) BioNTech shall keep the JSC and reasonable assistance as such other Party may OncoC4 reasonably request in connection informed of any material regulatory activities, communications and correspondences with the foregoinga Regulatory Authority, and shall cooperate provide OncoC4 opportunities to review and comment on material regulatory submissions or correspondences, in each case, relating to any Licensed Compound or any Licensed Product, subject to OncoC4’s compliance with the other Parties including, but not limited to, through (i) providing its confidentiality obligations or restrictions. BioNTech shall consider OncoC4’s timely comments thereon in good faith. In relation to meetings regarding Mono/PD-1 Combinations BioNTech will provide OncoC4 with reasonable advance notice of meetings and calls any scheduled meeting with any Governmental EntityRegulatory Authority relating to regulatory matters for the Licensed Compound or any Licensed Product, (ii) providing notice of agency contacts and, to the extent permitted by applicable Law and requestsRegulatory Authorities, (iii) providing OncoC4 shall have the opportunity for Sellers (or, as appropriate, its outside counsel) right but not the obligation to attend any meetings and calls or call with any Governmental Entity and review in advance any material agency submissions by Purchaser, (iv) the discussion of timing agreements, and (v) the discussion of document production parameters, interview schedules, and investigational hearing schedules. Subject to Purchaser’s obligations in this Section 5.5(a), in all instances, Purchaser will make the final determination such Regulatory Authority as to the appropriate course of action with any Governmental Entity regarding any antitrust investigation or challenge by such Governmental Entity to the Transaction, provided however that Purchaser will consult with Sellers and consider in good xxxxx Xxxxxxx’ views in material aspects of the defense strategy and tactics and Sellers will in good faith use commercially reasonable efforts to assist and support Purchaser in defense of the Transaction. Each of the Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.5 as “outside counsel onlyan observer.” Such material 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, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or Purchaser, as the case may be) or its legal counsel.

Regulatory Cooperation. Each (a) The Stockholder agrees to use reasonable best efforts to (i) prepare and file as promptly as possible and in any event no later than thirty (30) days after the date of the Parties shall and shall cause its respective Affiliates to use commercially reasonable efforts to take, or cause Merger Agreement all necessary Filings to be takenfiled by the Stockholder and its Affiliates in connection with the Regulatory Approvals (as defined in the Side Letter) including, for clarity, not withdrawing any Filings referred to in this ‎Section 4.08(a) and resubmitting any such Filings referred to in this ‎Section 4.08(a) as soon as reasonably practicable in the event such Filings are rejected for any reason by the Federal Reserve Board or any other relevant Governmental Authority; provided that any Filing with respect to the HSR Act or the approval of the OCC under 12 CFR Section 5.53 to enter into the IXX Amendment shall be made promptly after any determination that such approval is required and (ii) to obtain all actionsConsents, and to doincluding the Regulatory Approvals, or cause required to be done, obtained from the Federal Reserve Board and to assist and cooperate with the any other Parties in doing, all things Governmental Authority or other Third Party that are necessary, proper or advisable to defend in response to a Governmental Entity inquiry, investigation or challenge, in consummate the most expeditious manner practicableTransactions. To the extent permitted by Applicable Law, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including seeking to close any pending investigations. Each of the Parties Stockholder shall furnish deliver as promptly as practicable to the Federal Reserve Board or any other Parties such necessary appropriate Governmental Authorities any additional information and reasonable assistance as such documentary material that may be requested by the Federal Reserve Board or any other Party may reasonably request Governmental Authority in connection with the Transactions. Without limiting the foregoing, none of the Stockholder or its respective Affiliates shall extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of each of Parent and the Company (which shall not be unreasonably withheld, conditioned or delayed). (b) Parent shall reasonably cooperate with and assist (including providing information) the other Parties including, but not limited to, through Stockholder in connection with (i) providing advance notice preparing and filing as promptly as practicable after the date of meetings the Merger Agreement any Filings referred to in ‎Section 4.08(a) and calls (ii) obtaining any Consent referred to in ‎Section 4.08(a) in connection with the Transactions. (c) Each of Parent and the Stockholder shall, to the extent permitted by Applicable Law (i) promptly notify the other party of any written communication made or received by Parent or the Stockholder, as applicable, to or with the Federal Reserve Board or any Federal Reserve Bank or with any Governmental EntityAuthority relating to any Filings required to be filed by the Stockholder or any of its Affiliates in connection with the Transactions (the “Stockholder Filings”), and, if permitted by Applicable Law and reasonably practical, permit the other party to review in advance any proposed written communication to any such Governmental Authority relating to any such Stockholder Filing and incorporate the other party’s (and any of its outside counsel’s) (or the Company’s (and any of its outside counsel’s), as applicable) reasonable comments to such proposed written communication, (ii) providing notice not agree to participate in any in-person meeting or substantive discussion with the Federal Reserve Board or any Federal Reserve Bank or any other Governmental Authority in respect of agency contacts any such Stockholder Filing, or any investigation or inquiry relating to any such Stockholder Filing unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend or participate, as applicable, and requests, (iii) providing promptly furnish the opportunity for Sellers (orother party with copies of all correspondence, as appropriatefilings and written communications between it and its Affiliates and Representatives, its outside counsel) to attend meetings and calls with any Governmental Entity and review in advance any material agency submissions by Purchaser, (iv) on the discussion of timing agreementsone hand, and (v) such Governmental Authority or its respective staff, on the discussion other hand, with respect to any Stockholder Filing. Any materials provided in connection with ‎Section 4.08 of document production parameters, interview schedulesthis Agreement may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and investigational hearing schedules. Subject to Purchaser’s obligations in this Section 5.5(a)remove competitively sensitive material; provided, in all instances, Purchaser will make that the final determination as to the appropriate course of action with any Governmental Entity regarding any antitrust investigation or challenge by such Governmental Entity to the Transaction, provided however that Purchaser will consult with Sellers and consider in good xxxxx Xxxxxxx’ views in material aspects of the defense strategy and tactics and Sellers will in good faith use commercially reasonable efforts to assist and support Purchaser in defense of the Transaction. Each of the Sellers and Purchaser parties may, as each deems they deem advisable and necessary, reasonably designate any competitively sensitive material materials provided to the other under this Section 5.5 ‎Section 4.08 as “outside counsel only.” Such material ” (d) The Stockholder shall reasonably cooperate with and assist (including providing information) the Company and Parent in connection with (i) preparing and filing as promptly as practicable with any Governmental Authority all Filings to be filed by the Company or any of its Affiliates or Parent or any of its Affiliates in connection with the Transaction and (ii) obtaining any Consent in connection with the Transactions. (e) In the event any Proceeding by any Governmental Authority or other Third Party is commenced which questions the validity or legality of, or otherwise challenges, the Transactions, or seeks damages in connection therewith, the parties hereto shall reasonably cooperate and use reasonable best efforts to defend against such Proceeding, and, if an injunction or other Order is issued in any such Proceeding, use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to the consummation of the Transactions; provided, that, unless the Stockholder elects to do so, nothing in this Agreement shall require the Stockholder to commence any litigation against, or defend any litigation commenced by, any Governmental Authority. (f) Without limiting the foregoing and notwithstanding anything to the contrary in the confidentiality agreement between Parent and the information contained therein shall be given only Stockholder, dated as of January 18, 2019, (i) the Stockholder hereby authorizes Parent to publish and disclose in any announcement or disclosure relating to the outside legal counsel Transactions, including in the Joint Proxy Statement/Prospectus, the Stockholder’s identity and ownership of the recipient Covered Stockholder Shares and will not be disclosed by such outside counsel to employees, officers, or directors the nature of the recipient unless express permission is obtained Stockholder’s obligations under this Agreement and (ii) Parent hereby authorizes the Stockholder and its Affiliates to publish and disclose the nature of the Stockholder’s obligations under this Agreement in filings with the SEC and Canadian securities regulators, including pursuant to Schedule 13D; provided in each case that the disclosing party shall permit the other party to review in advance from any proposed announcement or disclosure and incorporate consider the source other party’s (and any of the materials (the Sellers or Purchaser, as the case may beits outside counsel’s) or its legal counselreasonable comments thereto.

Regulatory Cooperation. Each (a) Subject to the terms and conditions of this Agreement, Buyer and each Group Company shall use their respective reasonable best efforts to consummate and make effective the Contemplated Transactions as promptly as practicable, including by using their respective reasonable best efforts to (i) make any necessary filings, notices, petitions, statements, registrations, or submissions, including under the HSR Act, provided that the parties shall make any filings required under the HSR Act within one (1) Business Day after the date of this Agreement; (ii) comply to the extent necessary with any request for information by any Governmental Authority, including any request for additional information and documentary material under the HSR Act; (iii) resolve questions or objections, if any, as may be asserted by any Governmental Authority; and (iv) obtain any Governmental Authorizations required or advisable from any Governmental Authorities, provided, that none of the Parties shall and shall cause its respective Affiliates to use commercially reasonable efforts to takeGroup Companies, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to defend in response to a Governmental Entity inquiry, investigation or challenge, in the most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including seeking to close any pending investigations. Each Subsidiaries of the Parties Group Companies or Buyer shall furnish be required to waive or forfeit any rights or incur any additional liabilities or material expenses, other than counsel fees and similar out-of-pocket expenses. Buyer shall be responsible for paying all applicable HSR Act filing fees. (b) To the extent not prohibited by applicable Law, each of Buyer and each Group Company shall cooperate and consult with each other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with obtaining any Governmental Authorizations from any Governmental Authority required to consummate the foregoingContemplated Transactions, and shall cooperate with the other Parties includingshall, but not limited tounless prohibited by Law, through (i) providing promptly inform the other party of any substantive communication from any Governmental Authority; (ii) consult and cooperate with, and consider in good faith the views of, one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under the antitrust Laws of any Governmental Authority; (iii) promptly provide each other with copies of all substantive written communications to or from any Governmental Authority with respect to the Contemplated Transactions; (iv) use good faith efforts to give each other reasonable advance notice of all meetings and calls with any Governmental Entity, (ii) providing notice of agency contacts and requests, (iii) providing Authority with respect to the opportunity for Sellers (or, as appropriate, its outside counsel) to attend meetings and calls with any Governmental Entity and review in advance any material agency submissions by Purchaser, (iv) the discussion of timing agreements, Contemplated Transactions; and (v) the discussion of document production parameters, interview schedules, and investigational hearing schedules. Subject to Purchaser’s obligations not participate independently in this Section 5.5(a), in all instances, Purchaser will make the final determination as any meeting with a Governmental Authority with respect to the appropriate course of action with any Governmental Entity regarding any antitrust investigation or challenge by such Governmental Entity Contemplated Transactions without providing to the Transactionother party reasonable advance notice and, provided however that Purchaser will consult with Sellers to the extent practicable, an opportunity to attend and consider participate in good xxxxx Xxxxxxx’ views in material aspects of the defense strategy and tactics and Sellers will in good faith use commercially reasonable efforts to assist and support Purchaser in defense of the Transactionsuch meeting. Each of the Sellers and Purchaser In addition, any party may, as each it deems advisable and necessary, reasonably designate any confidential and competitively sensitive material provided to the other under this Section 5.5 parties as “outside counsel onlyOutside Counsel Only.” Such material 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, or directors of the recipient recipient, unless express written permission is obtained in advance from the source of the materials materials. (c) Without limiting any other obligations of the Sellers parties hereunder, each of the Group Companies and Buyer shall use their respective reasonable best efforts to (x) respond to and resolve any objections asserted by any Governmental Authority with respect to the Contemplated Transactions promptly to allow the Closing to occur prior to the Outside Date, (y) defend any Action by or Purchaserbefore any Governmental Authority, whether judicial or administrative, whether brought by private parties or Governmental Authorities or officials, challenging this Agreement or the consummation of the Contemplated Transactions, and (z) take any and all other actions to avoid or eliminate ‎impediments under any Law that may be asserted by any Governmental Authority or any other ‎Person so as to enable the case may beparties to close the Contemplated Transactions promptly and prior to the Outside Date, including actions necessary to ensure that no Governmental Authority enters any order, decision, judgment, decree, ruling, or injunction (preliminary or permanent), establishes any Law, rule, or regulation or takes any other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Contemplated Transactions and to ensure that no Governmental Authority with the authority to clear, authorize or otherwise approve the consummation of the Contemplated Transactions fails to do so by the date necessary to allow the Closing to occur by the Outside Date; provided, however, that, notwithstanding the foregoing, in no event will either of the Group Companies or Buyer or any of their respective Affiliates be obligated to: (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders or otherwise, the sale, divestiture, licensing or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement; or (ii) accept any operational restrictions or otherwise take or commit to take actions that limit its freedom of action with respect to, or its legal counselability to retain, any of its assets, properties, licenses, rights, product lines, operations or businesses. (d) During the Pre-Closing Period, Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity interests in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets or rights, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would reasonably be expected to (i) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining in time to allow the Closing to occur prior to the Outside Date, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Authority entering any Government Order prohibiting or impeding the consummation of the Contemplated Transactions, or (iii) otherwise materially delay the consummation of the Contemplated Transactions to a date later than the Outside Date.

Regulatory Cooperation. Each (a) The Stockholder agrees to use reasonable best efforts to (i) prepare and file as promptly as possible and in any event no later than thirty (30) days after the date of the Parties shall and shall cause its respective Affiliates to use commercially reasonable efforts to take, or cause Merger Agreement all necessary Filings to be takenfiled by the Stockholder and its Affiliates in connection with the Regulatory Approvals (as defined in the Side Letter) including, for clarity, not withdrawing any Filings referred to in this Section 4.08(a) and resubmitting any such Filings referred to in this Section 4.08(a) as soon as reasonably practicable in the event such Filings are rejected for any reason by the Federal Reserve Board or any other relevant Governmental Authority; provided that any Filing with respect to the HSR Act or the approval of the OCC under 12 CFR Section 5.53 to enter into the XXX Amendment shall be made promptly after any determination that such approval is required and (ii) to obtain all actionsConsents, and to doincluding the Regulatory Approvals, or cause required to be done, obtained from the Federal Reserve Board and to assist and cooperate with the any other Parties in doing, all things Governmental Authority or other Third Party that are necessary, proper or advisable to defend in response to a Governmental Entity inquiry, investigation or challenge, in consummate the most expeditious manner practicableTransactions. To the extent permitted by Applicable Law, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including seeking to close any pending investigations. Each of the Parties Stockholder shall furnish deliver as promptly as practicable to the Federal Reserve Board or any other Parties such necessary appropriate Governmental Authorities any additional information and reasonable assistance as such documentary material that may be requested by the Federal Reserve Board or any other Party may reasonably request Governmental Authority in connection with the Transactions. Without limiting the foregoing, none of the Stockholder or its respective Affiliates shall extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of each of Parent and the Company (which shall not be unreasonably withheld, conditioned or delayed). (b) Parent shall reasonably cooperate with and assist (including providing information) the other Parties including, but not limited to, through Stockholder in connection with (i) providing advance notice preparing and filing as promptly as practicable after the date of meetings the Merger Agreement any Filings referred to in Section 4.08(a) and calls (ii) obtaining any Consent referred to in Section 4.08(a) in connection with the Transactions. (c) Each of Parent and the Stockholder shall, to the extent permitted by Applicable Law (i) promptly notify the other party of any written communication made or received by Parent or the Stockholder, as applicable, to or with the Federal Reserve Board or any Federal Reserve Bank or with any Governmental EntityAuthority relating to any Filings required to be filed by the Stockholder or any of its Affiliates in connection with the Transactions (the “Stockholder Filings”), and, if permitted by Applicable Law and reasonably practical, permit the other party to review in advance any proposed written communication to any such Governmental Authority relating to any such Stockholder Filing and incorporate the other party’s (and any of its outside counsel’s) (or the Company’s (and any of its outside counsel’s), as applicable) reasonable comments to such proposed written communication, (ii) providing notice not agree to participate in any in-person meeting or substantive discussion with the Federal Reserve Board or any Federal Reserve Bank or any other Governmental Authority in respect of agency contacts any such Stockholder Filing, or any investigation or inquiry relating to any such Stockholder Filing unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend or participate, as applicable, and requests, (iii) providing promptly furnish the opportunity for Sellers (orother party with copies of all correspondence, as appropriatefilings and written communications between it and its Affiliates and Representatives, its outside counsel) to attend meetings and calls with any Governmental Entity and review in advance any material agency submissions by Purchaser, (iv) on the discussion of timing agreementsone hand, and (v) such Governmental Authority or its respective staff, on the discussion other hand, with respect to any Stockholder Filing. Any materials provided in connection with Section 4.08 of document production parameters, interview schedulesthis Agreement may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and investigational hearing schedules. Subject to Purchaser’s obligations in this Section 5.5(a)remove competitively sensitive material; provided, in all instances, Purchaser will make that the final determination as to the appropriate course of action with any Governmental Entity regarding any antitrust investigation or challenge by such Governmental Entity to the Transaction, provided however that Purchaser will consult with Sellers and consider in good xxxxx Xxxxxxx’ views in material aspects of the defense strategy and tactics and Sellers will in good faith use commercially reasonable efforts to assist and support Purchaser in defense of the Transaction. Each of the Sellers and Purchaser parties may, as each deems they deem advisable and necessary, reasonably designate any competitively sensitive material materials provided to the other under this Section 5.5 4.08 as “outside counsel only.” Such material ” (d) The Stockholder shall reasonably cooperate with and assist (including providing information) the Company and Parent in connection with (i) preparing and filing as promptly as practicable with any Governmental Authority all Filings to be filed by the Company or any of its Affiliates or Parent or any of its Affiliates in connection with the Transaction and (ii) obtaining any Consent in connection with the Transactions. (e) In the event any Proceeding by any Governmental Authority or other Third Party is commenced which questions the validity or legality of, or otherwise challenges, the Transactions, or seeks damages in connection therewith, the parties hereto shall reasonably cooperate and use reasonable best efforts to defend against such Proceeding, and, if an injunction or other Order is issued in any such Proceeding, use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to the consummation of the Transactions; provided, that, unless the Stockholder elects to do so, nothing in this Agreement shall require the Stockholder to commence any litigation against, or defend any litigation commenced by, any Governmental Authority. (f) Without limiting the foregoing and notwithstanding anything to the contrary in the confidentiality agreement between Parent and the information contained therein shall be given only Stockholder, dated as of January 18, 2019, (i) the Stockholder hereby authorizes Parent to publish and disclose in any announcement or disclosure relating to the outside legal counsel Transactions, including in the Joint Proxy Statement/Prospectus, the Stockholder’s identity and ownership of the recipient Covered Stockholder Shares and will not be disclosed by such outside counsel to employees, officers, or directors the nature of the recipient unless express permission is obtained Stockholder’s obligations under this Agreement and (ii) Parent hereby authorizes the Stockholder and its Affiliates to publish and disclose the nature of the Stockholder’s obligations under this Agreement in filings with the SEC and Canadian securities regulators, including pursuant to Schedule 13D; provided in each case that the disclosing party shall permit the other party to review in advance from any proposed announcement or disclosure and incorporate consider the source other party’s (and any of the materials (the Sellers or Purchaser, as the case may beits outside counsel’s) or its legal counselreasonable comments thereto.

Regulatory Cooperation. Each Aesica agrees to promptly provide to Customer, as reasonably requested, at no additional charge to Customer (unless such co-operation requires support from external partners, for example, translation agencies, in which case such costs will be treated as Pass Through Items), all information and data in Aesica’s possession or control necessary or useful for Customer and/or its designee(s) to apply for, obtain and maintain regulatory approvals for the Product with the FDA and other Specified Regulators. (a) Aesica or its Affiliates, as applicable, shall file the DMF with the FDA and other Specified Regulators in accordance with the programme plan set out in the Work Plan, as such programme plan may be amended from time to time in accordance with clause 7.3. Aesica will maintain a design history file for the Unidose Xtra Device consistent with the quality systems regulation standards set forth in the ISO 13485 and related FDA compliance regulations, including 21 CFR 820.30. (b) Aesica or its Affiliates, as applicable, hereby grants to Customer and its designees the right to reference the DMF as filed by Aesica or its Affiliates, including the data contained therein (collectively, the “Unidose Regulatory Documentation”) to apply for, obtain and maintain regulatory approvals for the Product. Aesica or its Affiliates, as applicable, shall, at Customer’s reasonable request, provide any required notice of such right of reference to the applicable Regulators and shall promptly provide Customer with a copy of each such notice. Aesica or its Affiliates shall provide copies of any data and regulatory correspondence contained in the Unidose Regulatory Documentation to the extent reasonably requested by Customer. Unidose Regulatory Documentation shall be used by Customer only to obtain regulatory approval for the Product and for no other purpose. The parties acknowledge and agree that certain Regulators do not use a DMF. Where Aesica has agreed to support an application to such Regulators (which agreement is deemed to have been obtained in the case of the Parties Specified Regulators) then, as reasonably requested by Customer from time to time, Aesica or its Affiliates shall promptly provide Customer as reasonably requested, at no additional charge (unless such co-operation requires support from external partners, for example, translation agencies, in which case such costs will be treated as Pass Through Items), with all available information in Aesica’s or its Affiliates’ control that is necessary or useful for Customer to apply for, obtain, and shall cause its respective Affiliates maintain regulatory approvals with such Regulators in respect of the Product, including information relating to use commercially reasonable efforts to takethe facilities, or cause the process, methodology and materials used in the manufacture and processing of the Unidose Xtra Device or the Product. Further, Aesica or its Affiliates, as applicable, agrees, at Customer’s request and expense, to be takenexecute, acknowledge and deliver such further instruments, and take such other actions, all actionsas promptly as possible, and to do, which may be necessary or cause to be done, and appropriate to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to defend in response to a Governmental Entity inquiry, investigation or challenge, in the most expeditious manner practicablefiling for, the Transaction preparation, submission and the other transactions contemplated by this Agreement and the other Transaction Documents, including seeking to close any pending investigations. Each maintenance of the Parties shall furnish to the other Parties such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing, and shall cooperate with the other Parties including, but not limited to, through (i) providing advance notice of meetings and calls with any Governmental Entity, (ii) providing notice of agency contacts and requests, (iii) providing the opportunity for Sellers (or, as appropriate, its outside counsel) to attend meetings and calls with any Governmental Entity and review in advance any material agency submissions by Purchaser, (iv) the discussion of timing agreements, and (v) the discussion of document production parameters, interview schedules, and investigational hearing schedules. Subject to Purchaser’s obligations in this Section 5.5(a), in all instances, Purchaser will make the final determination as to the appropriate course of action with any Governmental Entity regarding any antitrust investigation or challenge by such Governmental Entity to the Transaction, provided however that Purchaser will consult with Sellers and consider in good xxxxx Xxxxxxx’ views in material aspects of the defense strategy and tactics and Sellers will in good faith use commercially reasonable efforts to assist and support Purchaser in defense of the Transaction. Each of the Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.5 as “outside counsel onlyregulatory approvals.” Such material 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, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or Purchaser, as the case may be) or its legal counsel.

Regulatory Cooperation. Each The Stockholder agrees to use reasonable best efforts to (i) prepare and file as promptly as possible and in any event no later than thirty (30) days after the date of the Parties shall and shall cause its respective Affiliates to use commercially reasonable efforts to take, or cause Merger Agreement all necessary Filings to be takenfiled by the Stockholder and its Affiliates in connection with the Regulatory Approvals (as defined in the Side Letter) including, for clarity, not withdrawing any Filings referred to in this ‎Section 4.08(a) and resubmitting any such Filings referred to in this ‎Section 4.08(a) as soon as reasonably practicable in the event such Filings are rejected for any reason by the Federal Reserve Board or any other relevant Governmental Authority; provided that any Filing with respect to the HSR Act or the approval of the OCC under 12 CFR Section 5.53 to enter into the XXX Amendment shall be made promptly after any determination that such approval is required and (ii) to obtain all actionsConsents, and to doincluding the Regulatory Approvals, or cause required to be done, obtained from the Federal Reserve Board and to assist and cooperate with the any other Parties in doing, all things Governmental Authority or other Third Party that are necessary, proper or advisable to defend in response to a Governmental Entity inquiry, investigation or challenge, in consummate the most expeditious manner practicableTransactions. To the extent permitted by Applicable Law, the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including seeking to close any pending investigations. Each of the Parties Stockholder shall furnish deliver as promptly as practicable to the Federal Reserve Board or any other Parties such necessary appropriate Governmental Authorities any additional information and reasonable assistance as such documentary material that may be requested by the Federal Reserve Board or any other Party may reasonably request Governmental Authority in connection with the Transactions. Without limiting the foregoing, and none of the Stockholder or its respective Affiliates shall cooperate with extend any waiting period or comparable period under the HSR Act or other Parties including, but not limited to, through (i) providing advance notice of meetings and calls Antitrust Laws or enter into any agreement with any Governmental EntityAuthority not to consummate the Transactions, (ii) providing notice except with the prior written consent of agency contacts and requests, (iii) providing the opportunity for Sellers (or, as appropriate, its outside counsel) to attend meetings and calls with any Governmental Entity and review in advance any material agency submissions by Purchaser, (iv) the discussion each of timing agreements, and (v) the discussion of document production parameters, interview schedules, and investigational hearing schedules. Subject to Purchaser’s obligations in this Section 5.5(a), in all instances, Purchaser will make the final determination as to the appropriate course of action with any Governmental Entity regarding any antitrust investigation or challenge by such Governmental Entity to the Transaction, provided however that Purchaser will consult with Sellers and consider in good xxxxx Xxxxxxx’ views in material aspects of the defense strategy and tactics and Sellers will in good faith use commercially reasonable efforts to assist and support Purchaser in defense of the Transaction. Each of the Sellers and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.5 as “outside counsel only.” Such material Parent and the information contained therein Company (which shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employeesunreasonably withheld, officers, conditioned or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Sellers or Purchaser, as the case may be) or its legal counseldelayed).