Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. Each of Vertex and CRISPR agrees to prepare and make appropriate filings under HSR and other antitrust requirements in the Territory relating to this Agreement and the transactions contemplated hereby, as soon as reasonably practicable after the Amendment Date (but no later than [***] Business Days after the Amendment Date), and the filing fees associated with such filings will be borne by Vertex. Each Party will otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (“FTC”), the Antitrust Division of the Department of Justice (“DOJ”) and any other applicable agency or authority in the Territory, any information reasonably requested by them in connection with such filings. With respect to the HSR and other filings made pursuant to this Section 2.1, each of Vertex and CRISPR shall, to the extent practicable: (a) promptly notify the other Party of any material communication to that Party from the FTC, the DOJ, or any other agency or authority and, subject to Applicable Laws, discuss with and permit the other Party to review in advance any proposed written communication to any of the foregoing; (b) not agree to participate in any substantive meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such agency or authority, give the other Party the opportunity to attend and participate thereat; and (c) furnish the other Party with copies of all correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this Agreement.

Antitrust Filings. (a) Each of Vertex Astellas and CRISPR Cytokinetics agrees to prepare and make appropriate filings under HSR the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ (HSR) Act and other antitrust requirements in the Territory relating to this Agreement Amendment and the transactions contemplated hereby, hereby as soon as reasonably practicable after the Amendment Execution Date (but no later than [***] Business Days after the Amendment “HSR Filing Date”), and Astellas shall bear the filing fees associated with such filings will be borne by Vertex. Each any HSR filing, but each Party will shall otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (“FTC”), the Antitrust Division of the Department of Justice (“DOJ”) and any other applicable agency or authority in the Territoryauthority, any information reasonably requested by them in connection with such filings. With respect to the HSR and other filings made pursuant to this Section 2.14.8(a), each of Vertex Astellas and CRISPR Cytokinetics shall, to the extent practicablepracticable and subject to applicable law: (ai) promptly notify the other Party of any material communication to that Party from the FTC, the DOJ, or any other agency or authority and, subject to Applicable Laws, and discuss with and permit the other Party to review in advance any proposed written communication to any of the foregoing; (bii) not agree to participate in any substantive meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement Amendment unless it consults with the other Party in advance and, to the extent permitted by such the FTC, the DOJ or any other agency or authority, give the other Party the opportunity to attend and participate thereat; and (ciii) furnish the other Party with copies of all correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this AgreementAmendment. Notwithstanding any of the foregoing, nor anything else contained in this Amendment, Astellas shall not be required, in order to avoid, eliminate, or resolve any objections or impediments under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the DOJ or any other agency or governmental authority relating to this Amendment and the transactions contemplated hereby, to propose, negotiate, commit to or effect, by consent decree, hold separate order, or otherwise, the license, sale, divestiture or disposition or otherwise take or commit to take any action which it is capable of taking that would restrict or limit its freedom of action, ownership, or operations, with respect to any assets or businesses of Astellas or its Affiliates, or any rights granted to Astellas under this Amendment. (b) Other than the provisions of this Section 4.8, the rights and obligations of the Parties under this Amendment shall not become effective until (a) the waiting period (and any extension thereof) applicable to the transactions contemplated by this Amendment under the HSR Act shall have expired or earlier been terminated; (b) no injunction (whether temporary, preliminary or permanent) prohibiting consummation of the transactions contemplated by this Amendment or any material portion hereof shall be in effect; and (c) no judicial or administrative proceeding opposing consummation of all or any part of this Amendment shall be pending (the date these conditions are satisfied being the “Amendment Effective Date”). Upon the occurrence of the Amendment Effective Date, all provisions of this Amendment shall become effective automatically without the need for further action by the Parties. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) If the Amendment Effective Date has not occurred within one hundred twenty (120) days after the Amendment Execution Date, or such other date as the Parties may mutually agree, this Amendment may be terminated by either Party on written notice to the other. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Antitrust Filings. Each of Vertex Five Prime and CRISPR BMS agrees to prepare and make appropriate filings under HSR the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (“HSR”), and other antitrust requirements in the Territory relating to this Agreement and the transactions contemplated hereby, hereby as soon as reasonably practicable after the Amendment Execution Date (but no later than [***] Business Days * after the Amendment Execution Date), and BMS shall bear the filing fees associated with such filings will be borne by Vertex. Each any HSR filing, but each Party will shall otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (“FTC”), the Antitrust Division of the Department of Justice (“DOJ”) and any other applicable agency or authority in the Territoryauthority, any information reasonably requested by them in connection with such filings. With respect to the HSR and other filings made pursuant to this Section 2.113.18(a), each of Vertex Five Prime and CRISPR BMS shall, to the extent practicable: (ai) promptly notify the other Party of any material communication to that Party from the FTC, the DOJ, or any other agency or authority and, subject to Applicable Laws, discuss with and permit the other Party to review in advance any proposed written communication to any of the foregoing; (bii) not agree to participate in any substantive meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such the FTC, the DOJ or any other agency or authority, give the other Party the opportunity to attend and participate thereat; and (ciii) furnish the other Party with copies of all correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this Agreement.

Antitrust Filings. Each a. Without limiting the generality of Vertex and CRISPR agrees to prepare and make appropriate filings under HSR and other antitrust requirements in the Territory relating to this Agreement and the transactions contemplated herebyforegoing, as soon as reasonably practicable after the Amendment Date (date hereof, but in no event later than [***] ten (10) Business Days after the Amendment Date)date hereof, the Purchaser and the Seller Parties shall, or shall cause their ultimate parent entity as that term is defined in the HSR Act to, file or cause to be filed all requisite documents and notifications required under the HSR Act (and any other filing fees associated with such filings will that may be borne by Vertex. Each Party will otherwise bear its own costs required under any other Antitrust Law) in connection with such filingsthe transactions contemplated by this Agreement. The Parties agree filing fees related to cooperate in any filing under the antitrust clearance process and to furnish promptly to the Federal Trade Commission (“FTC”), the Antitrust Division of the Department of Justice (“DOJ”) HSR Act and any other applicable agency or authority in Antitrust Law shall be paid 50% by the TerritoryPurchaser and 50% by the Seller. b. The Purchaser, any information reasonably requested by them in connection with such filings. With respect to the HSR and other filings made pursuant to this Section 2.1, each of Vertex and CRISPR shall, to the extent practicable: (a) promptly notify the other Party of any material communication to that Party from the FTC, the DOJ, or any other agency or authority and, subject to Applicable Laws, discuss with and permit the other Party to review in advance any proposed written communication to any of the foregoing; (b) not agree to participate in any substantive meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such agency or authority, give the other Party the opportunity to attend and participate thereat; and (c) furnish the other Party with copies of all correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTCSeller Parties, the DOJ or any other agency or authority or members of their respective staffs on the other hand, shall promptly comply with or cause to be complied with any requests by any Authority, including requests for additional information concerning the transactions contemplated by this Agreement, promptly inform the other of any communication from any Authority regarding the transactions contemplated by this Agreement, and consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion, or proposal made or submitted by either of them in connection with any investigation by any Authority of the transactions contemplated by this Agreement or Claim relating thereto. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Authority relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 5.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with an Authority regarding the transactions contemplated by this Agreement shall include Representatives of all Parties. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Authority relating to the transactions contemplated by this Agreement. c. The Purchaser, on the one hand, and the Seller Parties, on the other hand, each agree to use reasonable best efforts to obtain the approval (including the expiration or termination of any applicable waiting period) or waiver of any Authority with jurisdiction with respect to any applicable Antitrust Law regarding the transactions contemplated by this Agreement. If any Claim is instituted (or threatened) challenging the transactions contemplated by this Agreement as violating any Antitrust Law in a manner that would make the transactions contemplated by this Agreement illegal or otherwise delay or prohibit the consummation of the Closing, the Purchaser, the Seller Parties, and the Company each agree to use reasonable best efforts to contest and defend any such Claim to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or terminated, any Order that prohibits, prevents, or restricts consummation of the Closing. Notwithstanding anything to the contrary contained in this Agreement, neither the Purchaser nor any Affiliate of the Purchaser, will have any obligation under this Agreement to (i) dispose or transfer or cause any of its Affiliates to dispose of or transfer any assets, or to commit to cause the Company or any of its Affiliates to dispose of any assets, (ii) discontinue or cause any of its Affiliates to discontinue offering any product or service, or commit to cause the Company or any of its Affiliates to discontinue offering any product or service, (iii) license or otherwise make available, or cause any of its Affiliates to license or otherwise make available, to any Person, any technology, software or other Intellectual Property, or commit to cause the Company or any of its Affiliates to license or otherwise make available to any Person any technology, software or other Intellectual Property, (iv) hold separate or cause any of its Affiliates to hold separate any assets or operations (either before or after the Closing Date), or commit to cause the Company or any of its Affiliates to hold separate any assets or operations, or (v) make or cause any of its Affiliates to make any commitment (to any Authority or otherwise) regarding its future operations or the future operations of the Company or any of its Affiliates.

Antitrust Filings. (a) Each of Vertex Atara and CRISPR Partner agrees to prepare and make appropriate filings under HSR the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (“HSR”), and other antitrust requirements in the Territory relating to this Agreement and the transactions contemplated hereby, hereby as soon as reasonably practicable after the Amendment Execution Date (but no later than [***] Business Days after the Amendment Date]), and the filing fees associated with such filings will be borne by Vertex. Each but each Party will shall otherwise bear its own costs in connection with such filings. The Parties agree to cooperate in the antitrust clearance process and to furnish promptly to the Federal Trade Commission (“FTC”), the Antitrust Division of the Department of Justice (“DOJ”) and any other applicable agency or authority in the Territoryauthority, any information reasonably requested by them in connection with such filings. Each of the Parties agrees to use reasonable best 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 satisfy the Antitrust Conditions as promptly as practicable. With respect to the HSR filings and other filings made pursuant to this Section 2.116.1(a), each of Vertex Atara and CRISPR shallPartner shall coordinate and cooperate in good faith. In furtherance of the foregoing, to the extent practicableeach Party agrees to: (ai) promptly notify the other Party of any material non-ministerial communication to that Party from with the FTC, the DOJ, or any other agency or authority and, subject to Applicable Lawsapplicable Law, discuss with and permit the other Party to review in advance and comment on (and such Party will consider any comments in good faith) any proposed written non-ministerial communication to any of the foregoing; (bii) not agree to participate in any substantive non-ministerial meeting or discussion with the FTC, the DOJ or any other agency or authority in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such the FTC, the DOJ or any other agency or authority, give the other Party the opportunity to attend and participate thereat; and (ciii) promptly furnish the other Party with copies of all non-ministerial correspondence and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective representatives on the one hand, and the FTC, the DOJ or any other agency or authority or members of their respective staffs on the other hand, with respect to this Agreement; provided, however, that materials provided pursuant to the foregoing clauses (i) to (iii) may be redacted (A) to remove references concerning the valuation of the Parties or their respective Affiliates, (B) as necessary to comply with contractual arrangements and, (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 16.1 as “Outside Counsel Only Material” which such material and the information contained therein shall be given only to the outside antitrust 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. Neither Party shall withdraw its HSR filing, or agree with the FTC or DOJ to extend the period prohibiting consummation of the transactions contemplated by this Agreement, without the consent of the other Party, which will not unreasonably be withheld, conditioned or delayed. (b) Other than the provisions of Section 11.5(c) (solely with respect to the first sentence thereof), Section 11.5(d) (solely with respect to the first sentence thereof) and Section 11.5(f) (collectively, the foregoing provisions, the “Interim Covenants”); this Section 16.1, Section 16.2 and Section 16.12; Article 13; and Article 1 (solely to the extent applicable to foregoing provisions referenced in this sentence), the rights and obligations of the Parties under this Agreement shall not become effective until the Effective Date, which shall not, in any event, occur before (i) the waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under HSR shall have expired or earlier been terminated; (ii) no injunction or order (whether temporary, preliminary or permanent) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall be in effect; and (iii) no judicial or administrative proceeding opposing consummation of all or any part of this Agreement shall be pending ((i), (ii), and (iii) together are the “Antitrust Conditions” and the date the Antitrust Conditions are satisfied is the “HSR Clearance Date” of this Agreement). (c) If the HSR Clearance Date has not occurred within [***] after the Execution Date, this Agreement may either be (i) extended for an additional period of time to be mutually agreed between the Parties, or (ii) terminated by either Party upon written notice to the other.