Common use of Antitrust Filings Clause in Contracts

Antitrust Filings. Subject to Section 7.6(c), as soon as reasonably practicable but in no event later than January 26, 2005, the Sellers and the Buyers shall each prepare and file, or cause to be prepared and filed, (1) any notifications required to be filed under the HSR Act with the United States Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”), and request early termination of the waiting period under the HSR Act; and (2) any merger filings as may be required by any foreign countries, including, without limitation, the Competition Act. Each party shall promptly respond to any requests for additional information in connection with such filings and shall take all other reasonable actions to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing; provided however, that nothing in this Section shall require the Buyers to (A) incur any material liability or obligation of any kind, or (B) agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of, or to any limitation on, the acquisition, ownership, operation, effective control or exercise of full right of ownership of any asset or assets of the businesses of the Buyers or the Sellers. The Buyers shall be responsible for payment of the applicable filing fee under the HSR Act, but not the Sellers’ costs and expenses (including attorneys’ fees and other legal fees and expenses) associated with the preparation of the Sellers’ portion of any antitrust filings. The Buyers and its counsel shall be responsible for discussions with the FTC, DOJ, and any other antitrust authorities, after consultation and coordination with the Sellers and its counsel. In addition, the Buyers and Sellers shall make any necessary filings for clearance of the transaction contemplated hereby under the Austrian Cartel Act. In the event clearance under the Austrian Cartel Act has not been obtained by Closing, then Sellers shall remain responsible for their Austrian accounts and related business on behalf of the Buyers, subject to reimbursement upon terms specified under the Transition Supply Agreement, until such clearance has been obtained and the Buyers shall not raise absence of such clearance under Section 8.1(e) as a condition to Closing.

Antitrust Filings. Subject Each of MannKind and United Therapeutics shall use its reasonable best efforts to Section 7.6(c)(i) file, as soon as reasonably practicable but in no event later than January 26after the date of this Agreement, 2005all notices, the Sellers reports and the Buyers shall each prepare and file, or cause to be prepared and filed, (1) any notifications other documents required to be filed under by such Party, pursuant to the HSR Act Antitrust Laws, with any Governmental Authority (the United States Federal Trade Commission (“FTCFilings”) with respect to this Agreement and the Department of Justice transactions contemplated hereby, (“DOJ”)ii) submit promptly any additional information requested by any such Governmental Authority, and request early (iii) obtain termination or expiration of the waiting period under the HSR Act; Act and those associated with any other of the Filings which the parties reasonably conclude must be obtained prior to making the rights and obligations of this Agreement effective, and (2iv) prevent the entry in any merger action brought by a Governmental Authority or any other Person that would prohibit, make unlawful or delay the making of the rights and obligations of this Agreement effective. Without limiting the generality of the foregoing, each of MannKind and United Therapeutics agrees to prepare and make appropriate filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as may be required amended, and the rules and regulations promulgated thereunder (the “HSR Act”) relating to this Agreement and the transactions contemplated hereby as soon as reasonably practicable, but in any event within 15 Business Days after the Execution Date unless otherwise agreed to in writing by the parties (the “HSR Filing Date”). The Parties will notify each other promptly of any foreign countriesoral communication with, includingand provide copies of written communications with, without limitation, the Competition Act. Each party shall promptly respond to any requests for additional information Governmental Authority in connection with any filings made pursuant to this Section 15.16. Each Party shall cooperate reasonably with the other Party in connection with any such filings filing (including, to the extent permitted by Applicable Laws, providing copies of all such documents to the non-filing Party prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Antitrust Laws with respect to any such filing. No Party hereto shall independently participate in any meeting, teleconference, or other written or oral communication with any Governmental Authority in respect of any such filing, investigation or other inquiry without giving the other Party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permitted by Applicable Laws, and subject to all applicable privileges (including the attorney client privilege), each Party shall consult and cooperate reasonably with the other Party, and shall take all other reasonable actions consider in good faith the views of each other, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to cause the waiting periods under the HSR Act or other Antitrust Laws. Each Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to terminate or expire at the earliest possible date after other Parties under this paragraph as “outside counsel only.” Such materials and the date information contained therein shall be given only to the outside legal counsel of filing; provided howeverthe recipient and will not be disclosed by such outside legal counsel to employees, that nothing in this Section shall require the Buyers to (A) incur any material liability or obligation of any kindofficers, or (B) agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of, or to any limitation on, the acquisition, ownership, operation, effective control or exercise of full right of ownership of any asset or assets directors of the businesses of the Buyers or the Sellers. The Buyers shall be responsible for payment of the applicable filing fee under the HSR Actrecipient, but not the Sellers’ costs and expenses (including attorneys’ fees and other legal fees and expenses) associated with the preparation of the Sellers’ portion of any antitrust filings. The Buyers and its counsel shall be responsible for discussions with the FTC, DOJ, and any other antitrust authorities, after consultation and coordination with the Sellers and its counsel. In addition, the Buyers and Sellers shall make any necessary filings for clearance of the transaction contemplated hereby under the Austrian Cartel Act. In the event clearance under the Austrian Cartel Act has not been obtained by Closing, then Sellers shall remain responsible for their Austrian accounts and related business on behalf of the Buyers, subject to reimbursement upon terms specified under the Transition Supply Agreement, until such clearance has been obtained and the Buyers shall not raise absence of such clearance under Section 8.1(e) as a condition to Closing.unless express written

Antitrust Filings. Subject Without limiting the generality of Section 5.1, (a) Each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to Section 7.6(c)take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to obtain all requisite Governmental Approvals for the Transactions under any Antitrust Law and to consummate and effect the Transactions as promptly as reasonably practicable and in any event prior to the Final Date, including (i) filing as soon as reasonably practicable but in no event later than January 26or advisable (and, 2005with respect to the following clause (x), on or before February 7, 2025) (x) a Notification and Report Form to the Sellers and the Buyers shall each prepare and file, or cause to be prepared and filed, (1) any notifications extent required to be filed under by the HSR Act with respect to the United States Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”)Transactions, and (y) any other filing or notification required pursuant to any other Antitrust Law applicable to the Transactions; (ii) supplying as promptly as practicable an appropriate response to any request early termination of the waiting period under for additional information and documentary material pursuant to any Antitrust Law, including the HSR Act; and (2iii) any merger filings as may be required by any foreign countries, including, without limitation, causing the Competition Act. Each party shall promptly respond to any requests for additional information in connection with such filings and shall take all other reasonable actions to cause expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law as soon as practicable. Buyer shall pay all filing fees required under the HSR Act or any other Antitrust Law. (b) In connection with the efforts referenced in Section 5.1 and this Section 5.16 to terminate obtain all requisite Governmental Approvals for the Transactions under any Antitrust Law, each of the Parties shall (i) promptly notify the other Party of any substantive communication it or expire at any of its Affiliates receives from any Governmental Entity with respect to any Antitrust Law in connection with any of the earliest possible date Transactions and, in the case of written substantive communications, provide copies thereof to the other Party, (ii) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry brought by any Governmental Entity with respect to any Antitrust Law in connection with the Transactions, (iii) provide each other with advance copies and a reasonable opportunity to comment on all material proposed notices, submissions, filings, applications, undertakings, and information and correspondence proposed to be supplied to or filed with any Governmental Entity, except the Parties’ HSR Act filings, or in connection with any proceeding by a private party, in each case with respect to any Antitrust Law and related in any way to any of the Transactions, and (iv) to the extent permitted by applicable Law, provide a reasonable opportunity to attend and participate in any substantive meetings, discussions, telephone conversations, or videoconference with a Governmental Entity related to such Governmental Entity’s review or approval of the Transactions with respect to any Antitrust Law; provided that, Buyer shall control strategy, communications, and timing with respect to the Parties’ efforts to obtain the Governmental Approvals for the Transactions under any Antitrust Law after considering in good faith all comments and advice of the Res-Care (and its counsel). Subject to applicable Law, each Party shall, upon request by the other Party, furnish Res-Care or Buyer, as applicable, with all information concerning itself, its Affiliates, officers, directors or equityholders, as applicable, and such other matters or assistance as may be reasonably necessary or advisable in connection with any statement, filing, notice, application or other submission made (or to be made) by or on behalf of Buyer, Res-Care or any of their respective Affiliates to any Governmental Entity related in any way to any of the Transactions with respect to any Antitrust Law. Notwithstanding the foregoing, materials required to be provided pursuant to this section may be redacted (A) to remove references concerning the valuation of the Company Entities or the Purchased Assets, (B) as necessary to comply with Contracts, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided that each Party may further designate competitively sensitive material provided pursuant to this Section 5.16(b) as “outside counsel only.” The foregoing obligations in this Section 5.16(b) shall be subject to the Confidentiality Agreement. (c) Without limiting the generality of Section 5.16(a): (i) If any objections are asserted with respect to the Transactions under any Antitrust Law or if any suit or action is instituted or threatened by any Governmental Entity or any private party challenging any of the proposed Transactions as violative of any Antitrust Law, or if a filing pursuant to Section 5.16(a) is reasonably likely to be rejected or conditioned by a Governmental Entity, then Res-Care, Sellers, and Buyer shall each use reasonable best efforts to resolve such objections or challenges as such Governmental Entity or private party may have to such transactions; provided, that the Parties shall not be required to litigate or defend any legal suit or action and vacating, lifting, reversing or overturning any Order, whether temporary, preliminary or permanent, seeking to enjoin, restrain, prevent or prohibit the Transactions. (ii) Buyer shall use reasonable best efforts to diligently pursue all actions necessary to eliminate each and every impediment (including to satisfy any conditions set forth in or established by any Governmental Approval) and obtain all Governmental Approvals for the Transactions under any Antitrust Law as promptly as reasonably practicable and in any event prior to the Final Date, including that Buyer agrees to: (1) promptly take any and all actions necessary to substantially comply with, and certify substantial compliance with, any Request for Additional Information and Documentary Materials pursuant to sec. 803.6 of the HSR Act issued to Buyer or its affiliates in connection with the Transactions as soon as reasonably practicable, and in any event no later than six (6) months from the date of filingthis Agreement , unless the Parties mutually agree to extend such timing as may be reasonably necessary, reasonably required or reasonably advisable; provided however, that nothing in this Section shall require the Buyers to and (2) (A) incur any material liability promptly propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by Order, consent decree, hold separate Order, trust or obligation otherwise, the sale, divestiture, license, disposition or hold separate of any kindsuch assets or businesses of Buyer or its Affiliates (including such properties, assets, or operations of the Business, including the Purchased Assets, and the Company Entities), or otherwise promptly offer or commit to any action, non-action, condition or conduct requirement (including those that limit Buyer’s or its Affiliates’ freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Buyer or its Affiliates (including such properties, assets, or operations of the Business, the Purchased Assets and the Company Entities)), (B) agree to any salepromptly terminate, transferrelinquish, licensemodify or waive existing relationships, separate holdingventures, divestiture contractual rights, obligations or other disposition arrangements of Buyer or its Affiliates (including such properties, assets, or operations of the Business, including the Purchased Assets, and the Company Entities), (C) promptly create any relationships, ventures, contractual rights, obligations or other arrangements of Buyer or its Affiliates (including such properties, assets, or operations of the Business, including the Purchased Assets, and the Company Entities), and (D) promptly enter or offer to enter into agreements and stipulate to the entry of an Order or decree or file appropriate applications with any Governmental Entity in connection with any of the actions contemplated by the foregoing clauses (A) through (D), in each case, as may be reasonably necessary, required or advisable in order to obtain Governmental Approvals for the Transactions under any Antitrust Law and to avoid the entry of, or to effect the dissolution of or to vacate or lift, any prohibition ofdecree, judgment, injunction or other Order (whether temporary, preliminary or permanent) thereunder that would otherwise have the effect of restraining, preventing or delaying the consummation of the Transactions, or to avoid the commencement of any limitation onLegal Proceeding thereunder that seeks to prohibit the Transactions (each of (A)-(D), a “Remedial Action”); provided that, notwithstanding any other provision of this Agreement to the contrary, none of Buyer, its Affiliates, the Business or the Company Entities shall be obligated to take any Remedial Action (aa) unless the taking of such Remedial Action is conditioned upon the Closing, and (bb) that would reasonably be expected to result in or account for, either individually or in the aggregate, an amount equal to $71,700,000 or more of revenue (calculated in accordance with GAAP) of the Buyer and its Subsidiaries, the Business or the Buyer and its Subsidiaries (including the Business) in the aggregate, as of the 12-month period ended on December 31, 2024. (d) Prior to the earlier of the Closing or termination of this Agreement, Buyer shall not acquire, invest, in or otherwise obtain any interest in or agree to acquire, invest in or otherwise obtain any interest in by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner, any Person or portion thereof if the entering into a definitive agreement relating to or the consummation of such acquisition, ownershipinvestment, operationpurchase, effective control merger or exercise of full right of ownership consolidation would reasonably be expected to materially delay or increase the risk of any asset or assets Governmental Entity entering an Order prohibiting the consummation of the businesses of the Buyers or the Sellers. The Buyers shall be responsible for payment of the applicable filing fee Transactions under the HSR Act, but not the Sellers’ costs and expenses (including attorneys’ fees and other legal fees and expenses) associated with the preparation of the Sellers’ portion of any antitrust filings. The Buyers and its counsel shall be responsible for discussions with the FTC, DOJ, and any other antitrust authorities, after consultation and coordination with the Sellers and its counsel. In addition, the Buyers and Sellers shall make any necessary filings for clearance of the transaction contemplated hereby under the Austrian Cartel Act. In the event clearance under the Austrian Cartel Act has not been obtained by Closing, then Sellers shall remain responsible for their Austrian accounts and related business on behalf of the Buyers, subject to reimbursement upon terms specified under the Transition Supply Agreement, until such clearance has been obtained and the Buyers shall not raise absence of such clearance under Section 8.1(e) as a condition to ClosingAntitrust Laws.

Antitrust Filings. Subject to Section 7.6(c)(a) Promptly after the execution of this Agreement, as soon as reasonably practicable but in no event later than January 26, 2005, the Sellers SSCE and the Buyers Purchaser shall each prepare file with DOJ and file, or cause FTC the pre-merger notification form required pursuant to be prepared and filed, (1) any notifications required to be filed under the HSR Act with respect to the United States Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”)transactions contemplated hereby, and together with a request for early termination of the waiting period under the HSR Act; . Promptly after the execution of this Agreement, SSCE, Smurfit Canada and the Purchaser shall file with the Commissioner of Competition under the Competition Act a pre-merger notification and/or a request for an advance ruling certificate. The Purchaser shall pay all filing fees required pursuant to the HSR Act and the Competition Act in connection with these filings. (2b) The parties agree as follows: (i) each party shall promptly supply any merger filings as additional information and documentary material that may be required requested by any foreign countriesGovernmental Authority pursuant to any antitrust Law, including the DOJ or FTC pursuant to the HSR Act and the Commissioner of Competition pursuant to the Competition Act (each, a “Government Antitrust Authority”); (ii) each party shall promptly furnish each other with any correspondence from or to, and notify each other of any other communications with, a Government Antitrust Authority, which relates to the transactions contemplated hereunder; (iii) neither party shall take any action with the intended effect of delaying, impairing or impeding the expiration of a waiting period under the HSR Act or any other antitrust Law; (iv) if a Government Antitrust Authority seeks to extend the waiting period under the HSR Act or has requested additional documents, then each party shall furnish the requested additional documents to the Government Antitrust Authority as soon as reasonably practicable; (v) each party shall take promptly any or all of the following actions to the extent necessary to eliminate any concerns on the part of any Government Antitrust Authority regarding the legality under any antitrust Law of the consummation of the transactions contemplated hereunder: (A) providing information, (B) making reasonable proposals, (C) entering into and performing agreements or submitting to judicial or administrative orders, or (D) solely with respect to the Purchaser, selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of the Purchaser or any of its subsidiaries; (vi) each party shall use its reasonable best efforts, including, without limitation, taking any action contemplated by Section 4.01(b)(v), to prevent the entry in a judicial or administrative proceeding brought under any antitrust Law by any Government Antitrust Authority of any injunction or other order that would (A) make the consummation of the transactions contemplated hereunder in accordance with the terms of this Agreement unlawful or (B) materially prevent or delay such consummation; (vii) each party shall promptly, in the event that such an injunction or order has been issued in such a proceeding, use its reasonable best efforts, including, without limitation, the Competition Act. Each appeal thereof, or any action contemplated by Section 4.01(b)(v), to vacate, modify or suspend such injunction or order so as to permit the Closing to occur; (viii) each party shall promptly respond will permit authorized representatives of the other party to be present at each meeting or conference relating to any requests for additional information such proceeding and to have access to and be consulted in connection with such filings and shall take all other reasonable actions to cause the waiting periods under the HSR Act to terminate any document, opinion or expire at the earliest possible date after the date of filing; provided however, that nothing in this Section shall require the Buyers to (A) incur any material liability proposal made or obligation of any kind, or (B) agree submitted to any sale, transfer, license, separate holding, divestiture Governmental Authority in connection with any such proceeding; and (ix) each party shall use its reasonable best efforts to avoid or other disposition of, or eliminate each and every impediment under any antitrust Law that may be asserted by any Government Antitrust Authority to any prohibition of, or to any limitation on, the acquisition, ownership, operation, effective control or exercise of full right of ownership of any asset or assets consummation of the businesses of the Buyers or the Sellers. The Buyers shall be responsible for payment of the applicable filing fee under the HSR Act, but not the Sellers’ costs and expenses (including attorneys’ fees and other legal fees and expenses) associated transactions contemplated hereunder in accordance with the preparation terms of the Sellers’ portion of any antitrust filings. The Buyers and its counsel shall be responsible for discussions with the FTC, DOJ, and any other antitrust authorities, after consultation and coordination with the Sellers and its counsel. In addition, the Buyers and Sellers shall make any necessary filings for clearance of the transaction contemplated hereby under the Austrian Cartel Act. In the event clearance under the Austrian Cartel Act has not been obtained by Closing, then Sellers shall remain responsible for their Austrian accounts and related business on behalf of the Buyers, subject to reimbursement upon terms specified under the Transition Supply this Agreement, until such clearance has been obtained and the Buyers shall not raise absence of such clearance under including, without limitation, taking any action contemplated by Section 8.1(e) as a condition to Closing4.01(b)(v).

Antitrust Filings. Subject 2.15.1 As soon as is reasonably practicable following the date that Gilead Opts-In to a Target as contemplated under Section 7.6(c2.7 (each, a “Target Selection” and such date, the “Target Selection Date”) and in any event within [***] of such Target Selection Date, each of Tango and Gilead shall prepare and submit any required (as reasonably determined by Gilead) filings, notices, applications or other submissions under Antitrust Law (“Antitrust Filings”), as soon as reasonably practicable but in no event later than January 26including any required filings under the United States ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and the rules promulgated thereunder, 2005with respect to such Target Selection. In connection with any such Antitrust Filings, the Sellers and the Buyers Parties shall each prepare and file, or cause furnish promptly to be prepared and filed, (1) any notifications required to be filed under the HSR Act with the United States Federal Trade Commission (the “FTC”) and ), the Antitrust Division of the United States Department of Justice (the “DOJ”), ) and request early termination of the waiting period under the HSR Act; and (2) any merger filings as may be required by other applicable governmental authority any foreign countries, including, without limitation, the Competition Act. Each party shall promptly respond to any requests for additional information in connection with such filings and shall take all other reasonable actions to cause the waiting periods requested within their authority under the HSR Act or other Antitrust Laws, use reasonable efforts to terminate or expire at obtain antitrust clearance for the earliest possible date after transactions contemplated hereunder as soon as practicable with respect to such Target Selection, and otherwise cooperate with each other in the date of filing; provided however, that nothing governmental antitrust clearance process. [***] in connection with any filings under this Section 2.15, and each Party shall require the Buyers to (A) incur any material liability or obligation of any kind, or (B) agree to any sale, transfer, license, separate holding, divestiture or other disposition of, or to any prohibition of, or to any limitation on, the acquisition, ownership, operation, effective control or exercise of full right of ownership of any asset or assets of the businesses of the Buyers or the Sellers. The Buyers shall be responsible for payment of the applicable filing fee under the HSR Act, but not the Sellers’ costs and expenses (including bear their respective attorneys’ fees and other legal fees expenses in connection therewith. 2.15.2 Solely to the extent that a filing pursuant to the HSR Act or other Antitrust Laws is required in connection with a given Target Selection, Gilead’s rights and expensesobligations hereunder in connection with such Target Selection (including any licenses to be granted in connection therewith) associated with the preparation shall not become effective unless and until each of the Sellers’ portion following conditions are met: (a) the applicable waiting period provided by the HSR Act shall have expired or been terminated (and all other required antitrust clearances have been obtained); (b) no court or administrative challenges to such transaction are pending; and (c) no court or administrative orders are outstanding blocking the completion of the transactions (the date on which such conditions are met with respect to such Target Selection or, if Gilead determines no Antitrust Filings are required with respect to such Target Selection, the applicable Target Selection Date, the “Target Selection Effective Date”). Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the FTC or DOJ or any other governmental authority (e.g., a “Request for Additional Information and Documentary Materials,” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the HSR Act), in each case, as a condition to obtaining antitrust filings. The Buyers clearance for any Target Selection. 2.15.3 If the Target Selection Effective Date for any Target Selection does not occur on or before [***] after the applicable Target Selection Date (each, an “Initial Outside Date”), then Gilead may, in its sole discretion and its counsel shall only one time, provide written notice to Tango on or prior to such Initial Outside Date to extend such Initial Outside Date by an additional [***] (each Initial Outside Date, as it may be responsible for discussions with extended, if applicable, an “Outside Date”); provided, that Gilead may only extend the Initial Outside Date if the Antitrust Filings are made within [***] of the applicable Target Selection Date and additional time is reasonably required to respond to requests from FTC, DOJ, or any other applicable governmental authority in response to such Antitrust Filings. 2.15.4 If the Target Selection Effective Date for any Target Selection does not occur on or before the applicable Outside Date, then: (a) the Target that is the subject of such Target Selection shall not become a Gilead Target and shall not be included in the licenses and rights granted to Gilead pursuant to Section 5.1 or counted toward the Gilead Target Limitation; (b) the Target that is the subject of such Target Selection shall not be deemed a Declined Target; (c) neither Party nor such Party’s Affiliates will be restricted from researching, developing, manufacturing or commercializing products Directed To the Target that is the subject of such Target Selection, subject to agreement on financial terms and compliance with Antitrust Laws, as provided in Section 2.15.5; and (d) if the Research Term would have otherwise expired prior to the Outside Date, then the Research Term will be extended for an additional [***] in order to allow Gilead to make an alternative Target Selection from among the Reserved Targets, in its discretion. 2.15.5 Prior to initiating any additional research, development, manufacturing or commercialization activities with respect to the applicable Target for which the Target Selection Effective Date does not occur on or before the applicable Outside Date, either Party (the “Exploiting Party”) shall give the other Party written notice that it is considering pursing such activities with respect to such Target. The Parties shall thereafter negotiate in good faith the financial consideration to be paid by the Exploiting Party to the other Party in consideration for the value provided by such other Party with respect to the applicable Target and the Parties will enter into an amendment to this Agreement or another agreement providing for such financial terms and any other antitrust authoritiesmutually agreed terms applicable to such activities by the Exploiting Party with respect to such Target, after consultation and coordination including any such terms necessary to comply with the Sellers and its counsel. In addition, the Buyers and Sellers shall make any necessary filings for clearance of the transaction contemplated hereby under the Austrian Cartel ActAntitrust Laws. In the event clearance that the Parties are unable to reach such agreement within [***], either Party may submit such matter to baseball arbitration for resolution in accordance with Section 15.5.2; provided, however, that such financial consideration shall not, in the aggregate, be more favorable to the other Party than that which the other Party would have been entitled to receive under this Agreement if such Target were a Gilead Target (if Gilead is the Austrian Cartel Act has not been obtained by Closing, then Sellers shall remain responsible for their Austrian accounts and related business on behalf of Exploiting Party) or a Tango Financial Target (if Tango is the Buyers, subject to reimbursement upon terms specified under the Transition Supply Agreement, until such clearance has been obtained and the Buyers shall not raise absence of such clearance under Section 8.1(e) as a condition to ClosingExploiting Party).