Common use of Antitrust Matters Clause in Contracts

Antitrust Matters. 5.7.1 Subject to the terms and conditions of this Provisional Collaboration and License Agreement, each of the Parties will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereof, including taking all steps as may be necessary, subject to the limitations in this Section 5.7 (Antitrust Matters), to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to (i) file or cause to be filed with (A) the FTC and the DOJ any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C), the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, or the termination or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]. 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, and the obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations under the HSR Act or any other Antitrust Law, with respect to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters and actions contemplated under such sections.

Antitrust Matters. 5.7.1 2.9.1. Subject to the terms and conditions of this Provisional Collaboration and License Agreement, each of the Parties will Rollover Investors shall use his or its reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to obtain any approvals required under the Antitrust Laws with respect to such Rollover Investor as promptly as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings) under applicable Antitrust Laws. In furtherance and not in limitation of the foregoing, the Rollover Investors agree to make an appropriate filing with the German Federal Cartels Office with respect to the transactions contemplated hereby as promptly as practicable (and in any event within ten (10) Business Days from the date hereof) or such other time as mutually agreed to by the parties, and to supply as promptly as practicable any additional information and documentary material that may be requested by the German Federal Cartels Office and use its reasonable best efforts to take, or cause to be taken, all other actions consistent with this Section 2.9 necessary to cause the expiration or termination of any applicable waiting periods (including any extensions thereof) as soon as practicable. Each of the parties shall cooperate with each other and the Company in connection with the matters contemplated by this Section 2.9.1. 2.9.2. Each of the Rollover Investors shall keep the other parties to do, this Agreement and the Company informed in all material respects on a reasonably timely basis of (i) any investigation or cause other inquiry by or before the German Federal Cartels Office or any other Governmental Authority relating to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereofhereby, including taking all steps as may be necessaryany proceeding initiated by a private party, subject to and (ii) any material communication received by such party from, or given by such party to, the limitations German Federal Cartels Office or any other Governmental Authority and of any material communication received or given in this Section 5.7 (Antitrust Matters)connection with any such proceeding by a private party, to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvalsin each case regarding any of the transactions contemplated hereby. 2.9.3. In furtherance and not in limitation of the foregoingcovenants of the Rollover Investors contained in this Section 2.9, each of the Parties agrees Rollover Investors hereto shall use its or his reasonable best efforts to resolve such objections, if any, as may be asserted by the German Federal Cartels Office or any other Governmental Authority with respect to the application of Antitrust Laws to the transactions contemplated hereby. Without limiting any other provision hereof, each of the Rollover Investors shall use its or his reasonable best efforts to (i) file avoid the entry of, or cause to be filed with (A) have vacated or terminated, any decree, decision, order or judgment that would restrain, prevent or delay the FTC and consummation of the DOJ transactions contemplated hereby, on or before the Walk-Away Date, including by defending through litigation on the merits any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended claim asserted in any court by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C), the “Required Filings”)Person, and (ii) use reasonable best efforts avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by the German Federal Cartels Office or any other Governmental Authority with respect to obtain the transactions contemplated hereby so as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, or enable the termination or expiration consummation of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing transactions contemplated hereby to occur as soon as practicable reasonably possible (and advisable in any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]. 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, and the obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations under the HSR Act or any other Antitrust Law, with respect to actions taken event on or after before the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Walk-Away Date). Notwithstanding anything to the contrary, each of the Parties Rollover Investors shall coordinate their activities under this Section 5.7 take all such actions, including (Antitrust Mattersi) with those activities undertaken under Section 9.3 proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Stock Purchase AgreementRollover Investors and (ii) otherwise taking or committing to take actions that limit the Rollover Investors freedom of action with respect to, and nothing or their ability to retain, one or more of their investments, businesses, product lines or assets, in this Section 5.7 (Antitrust Matters) each case, as may be required in order to avoid the entry of, or Section 9.3 to effect the dissolution of, any injunction, temporary restraining order, or other decision or order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters and actions transactions contemplated under such sectionshereby.

Antitrust Matters. 5.7.1 Subject to the terms and conditions of this Provisional Collaboration and License Agreement, each of the Parties (a) Each Party will use its reasonable best efforts to take, or cause to be taken, take all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereof, including taking all steps as may be necessary, subject to the limitations in this Section 5.7 (Antitrust Matters), to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees Applicable Law to (i) file or cause to be filed with (A) the FTC and the DOJ any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other make its respective filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C), the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, or the termination or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by as promptly as practicable, (ii) cause the satisfaction of such other filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC requirements, or the DOJ or issuance of such Consents as required under any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible , (iii) request early termination of any waiting periods under any applicable Antitrust Laws, (iv) comply at the earliest practicable date with any request for its own costs in connection with the Required Filings, [***]. 5.7.2 Each information or documentary material received by any of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance their respective Affiliates from any Governmental Authority, and cooperation to allow (v) avoid the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose entry of any filingOrder, notificationwhether temporary, application preliminary or request for further information made in respect permanent, under any Antitrust Law, that would have the effect of any such filing. 5.7.3 Each prohibiting, preventing or restricting consummation of the Parties shall, in connection with the transactions contemplated hereby, and . Purchaser will bear the obtaining cost of all filing fees related to the foregoing. (b) The Parties will instruct their respective counsel to cooperate reasonably with each other and use commercially reasonable efforts to facilitate and expedite the expiration of all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits periods under any applicable Antitrust Law and authorizations to obtain all requisite Consents for the transactions contemplated hereby under applicable Antitrust Law at the HSR Act or any other Antitrust Law, with respect earliest practicable dates. Such commercially reasonable efforts and cooperation include the Parties undertaking to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult reasonably with each other in connection with any filing or submission and in connection with any investigation or other inquiryinquiry by any antitrust authority, (ii) promptly keep each other appropriately informed of communications from and to personnel of the reviewing antitrust authority, (iii) permit the confer with each other regarding appropriate contacts with and responses to review and discuss in advance, and consider in good faith the view personnel of the other in connection with, any proposed written or oral communication with any governmental such antitrust authority, (iv) not arrange for or participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the Governmental Authority in respect of any filings, investigation or other party a reasonable opportunity to consult inquiry without consulting with it each other in advance advance, and, to the extent permitted by such governmental authorityGovernmental Authority, gives giving the other Party the opportunity to attend and participate thereinthereat, and (v) furnish the all information reasonably required for any application or other party’s outside legal counsel with copies filing to be made pursuant to any Applicable Law or any applicable regulations of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request Governmental Authority in connection with its preparation of necessary submissions of information to any such governmental authority, and the transactions contemplated hereby. (viic) The Parties shall use their respective commercially reasonable best efforts to respond resolve such objections, if any, as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall may be interpreted to require either Party to perform duplicative actions asserted with respect to the matters transactions contemplated hereby under any applicable Antitrust Law. Notwithstanding the foregoing, in no event shall Purchaser be required to proffer and actions contemplated under such sectionsconsent to any Orders or requirements (including court orders) to divest, hold or separate or otherwise take or commit to any action with respect to any assets or business of Purchaser or any of its Subsidiaries or Affiliates or the Assets or the Business.

Antitrust Matters. 5.7.1 Subject Each of the Company and Parent agrees to file all appropriate notifications and filings pursuant to the terms HSR Act or any applicable foreign antitrust and conditions competition laws with respect to the Contemplated Transactions in the most expeditious manner practicable, but in any event within ten (10) Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested of this Provisional Collaboration such party by the relevant Governmental Authorities in connection with the HSR Act or any applicable foreign antitrust and License Agreement, each competition laws. Each of the Parties will Company and Parent agrees to use its reasonable best efforts to take, take such actions as are necessary or cause reasonably advisable to be taken, all actions and to do, promptly avoid or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereof, including taking all steps as may be necessary, subject to the limitations in this Section 5.7 (Antitrust Matters), to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to (i) file or cause to be filed with (A) the FTC and the DOJ eliminate any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C), the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, or the termination or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]. 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, and the obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations impediment under the HSR Act or any other Antitrust Lawapplicable foreign antitrust and competition laws that may be asserted by any United States or foreign governmental antitrust authority so as to enable the parties to expeditiously consummate the Contemplated Transactions, with respect to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, including in the case of oral communicationsParent and Merger Sub committing to or effecting, advise by consent decree, hold separate order or otherwise, the other of) any material communications from sale or with any governmental authoritydisposition of such assets, including the FTC and the DOJsecurities, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation facilities or other inquiry, (iii) permit properties as are required to be divested in order to facilitate the other to review and discuss in advance, and consider in good faith the view expiration or termination of the other in connection with, HSR Act waiting period or otherwise obtain all applicable merger control clearances under the HSR Act or any proposed written or oral communication applicable foreign antitrust and competition laws. Parent shall pay the filing fees associated with the HSR filings and any governmental authority, (iv) applicable foreign antitrust and competition laws. Each of the Company and Parent agrees not to participate in any substantive meeting or have any substantive communication discussion, either in person or by telephone, with any United States or foreign governmental antitrust authority in connection with the Contemplated Transactions unless it has given consults with the other party a reasonable opportunity to consult with it in advance advance, if at all possible, and, to the extent permitted not prohibited by such governmental antitrust authority, gives the other party the opportunity to attend and participate thereinparticipate. The Company and Parent will supply each other with copies of all correspondence, (v) furnish filings or communications with governmental antitrust authorities, with respect to the Contemplated Transactions; provided, that to the extent any of the documents or information are commercially or competitively sensitive, the Company or Parent, as the case may be, may satisfy its obligations by providing such documents or information to the other party’s outside legal antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with copies of all supplemental filings and substantive communications between it and any its client (although such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal antitrust counsel may reasonably request use such documents and information in connection advocating on behalf of its client with its preparation of necessary submissions of information to any such governmental antitrust authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto). 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters and actions contemplated under such sections.

Antitrust Matters. 5.7.1 (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Provisional Collaboration and License AgreementSection 6.5, each of the Parties will Company, on the one hand, and Parent, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than 15 Business Days following the date of this Agreement (assuming timely receipt of all information required from the Company or Parent, as applicable), to file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other party except to the extent reasonably necessary to outside counsel of each party in the event of an investigation of the Merger or the other transactions contemplated by this Agreement by a Governmental Entity) for each of Parent and the Company, in each case, requesting early termination of the waiting period with respect to the Merger and to file as soon as reasonably practicable any notification or other form necessary to obtain any consents, clearances or approvals required under or in connection with any other Antitrust Law; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such approval of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other transactions contemplated hereby; (C) to use its reasonable best efforts to take, or and to cause each of its Subsidiaries to be takentake, any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, enable all waiting periods under any Antitrust Law to expire and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate enable the Merger and the other transactions contemplated hereunder and under hereby to occur prior to the Stock Purchase Agreement as soon as practicable after the date hereofTermination Date, including taking all steps as may be necessarypromptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, subject arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent, materially delay or materially impede the Closing. (ii) Notwithstanding anything to the limitations contrary contained in this Section 5.7 Agreement, none of Parent or its Subsidiaries or Affiliates shall be obliged to take or accept (Antitrust Mattersor commit to take or accept), and neither the Company nor any Company Subsidiary shall take or accept (or commit to obtain all applicable waiting period expirations take or terminationsaccept), consentswithout Parent’s prior consent, clearancesany action or any condition, waiversrestriction, licensesobligation or requirement with respect to Parent, registrationsthe Company, permitstheir Subsidiaries or Affiliates or their Subsidiaries or Affiliates’ assets if such action, authorizationscondition, orders and approvals. In furtherance and not restriction, obligation or requirement, individually or in limitation of the foregoingaggregate, each of the Parties agrees to (i) file or cause to would reasonably be filed with expected (A) to materially prohibit or materially restrict the FTC and ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership (including with respect to voting) of the DOJ any notifications required Shares to be filed under acquired in the HSR Act no later than [***] after Merger or of the date assets or business of this Agreementthe Company, (B) to be materially adverse to the U.K. Competition assets or businesses, the operation of the businesses or the financial condition or results of operations, of the Parent (including, for these purposes, the Surviving Corporation and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇its Subsidiaries), taken as amended by the Enterprise and Regulatory Reform Act of 2013a whole, and the rules and regulations promulgated thereunder as soon as practicable and advisable and or (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant materially adverse to clause (A) the assets or (B) or (C)businesses, the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdictionoperation of the businesses, or the termination financial condition or expiration results of any waiting period operations of the Surviving Corporation and its Subsidiaries, taken as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]a whole. 5.7.2 Each of (iii) Neither the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, and the obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations Company nor Parent will withdraw its initial filing under the HSR Act or any other Antitrust Law, as the case may be, and refile it unless the Company or Parent, as applicable, has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall require Parent, the Company or their respective Affiliates to take or agree to take any action with respect to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to operations unless the sale, holding separate, licensing or other disposition of, any assets effectiveness of such party, whether as a condition to obtaining any approval from, agreement or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reasonis conditioned upon the Closing. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters and actions contemplated under such sections.

Antitrust Matters. 5.7.1 Subject (a) Each Party agrees to (i) within five (5) Business Days of the date hereof make an appropriate filing of a Notification and Report Form pursuant to the terms HSR Act with respect to the transactions contemplated by this Agreement, (ii) supply as promptly as reasonably practicable any additional information and conditions documentary material that may be requested pursuant to the HSR Act by the United States Federal Trade Commission or the United States Department of Justice, and (iii) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 8.09 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable. In reasonable consultation with the Company, SPAC will be entitled to direct the antitrust defense of the Transactions and any related negotiations with any Governmental Authority or other third party relating to the Transactions or regulatory filings under applicable competition Law, subject to the provisions of this Provisional Collaboration Section 8.09. The Company shall, and License Agreementshall cause its Subsidiaries to, use reasonable best efforts to provide full and effective support of SPAC in all material respects in all such negotiations and other discussions or actions to the extent requested. No Party will make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any Governmental Authority with respect to any proposed settlement, consent decree, commitment or remedy, or, in the event of litigation, discovery, admissibility of evidence, timing or scheduling, except as specifically agreed between SPAC and the Company. SPAC and the Company will each be responsible for one-half of all filing fees in connection with any filings made under the HSR Act pursuant to this Section 8.09. No Party will commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or applicable competition Law, without the prior written consent of the other Parties. If any request for additional information and documents, including a “second request” under the HSR Act, is received from any Governmental Authority then the Parties shall use commercially reasonable efforts to substantially comply with any such request at the earliest practicable date. (b) Without limiting the generality of the Parties’ undertakings pursuant to Section 8.09(a), but subject to Section 8.09(d), each of the Parties will use its reasonable best efforts to take, (i) promptly respond to any inquiries by any Governmental Authority regarding antitrust or cause other competition matters with respect to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase by this Agreement as soon as practicable after the date hereof, including taking all steps as may be necessary, subject to the limitations in this Section 5.7 (Antitrust Matters), to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to (i) file or cause to be filed with (A) the FTC and the DOJ any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C), the “Required Filings”), Transaction Agreements and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, avoid the imposition of any Governmental Order or the termination or expiration taking of any waiting period as applicable under action that would restrain, alter or enjoin the HSR Act transactions contemplated by this Agreement and the Transaction Agreements. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or other applicable Antitrust Law, including by filing as soon as practicable and advisable on behalf of either Party before any supplemental or additional information which may reasonably be requested by the FTC Governmental Authority or the DOJ staff or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]. 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose regulators of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shallGovernmental Authority, in connection with the transactions contemplated herebyhereunder (but, for the avoidance of doubt, not including any interactions between a Party and any Governmental Authority in the obtaining ordinary course of all waiting period expirations or terminationsbusiness, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations under the HSR Act any disclosure which is not permitted by Law or any other Antitrust Law, with respect disclosure containing confidential or privileged information) will be disclosed to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other ofParties hereunder in advance of any filing, submission or attendance, it being the intent that the Parties will consult and if in writing, furnish the other cooperate with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advanceone another, and consider in good faith the view views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party will give notice to the other Parties with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority in connection withwith the Transaction, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given such notice being sufficient to provide the other party a reasonable opportunity to consult Party with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate thereinin such meeting, discussion, appearance or contact (vto the extent such attendance or participation is permitted by the Governmental Authority). (d) furnish Notwithstanding the foregoing or any other party’s outside legal counsel with copies provision of all supplemental filings and substantive communications between it and this Agreement, nothing contained in this Agreement shall require or obligate either SPAC, the Company or any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authoritytheir respective Affiliates to, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from neither the other party hereto. 5.7.4 Notwithstanding anything herein to Company nor any of its Subsidiaries or Affiliates shall, without the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to prior written consent of SPAC: (i) sellin the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the transactions contemplated by this Agreement and the Transaction Agreements, hold separate, license agree to defend any such action or otherwise dispose of any assets or conduct its business in a specified manner, actions; (ii) agree commence any Action with any Governmental Authority or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or third party; (iii) permit agree or agree otherwise become subject to the saleany restrictions, holding separateconditions, licensing limitations or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, understanding on or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters operation of the business of SPAC, any of its Affiliates, or the Company or any of its Subsidiaries; (iv) agree or otherwise be required to, either before or after the Closing, sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), discontinue, or divest itself of any business, assets, interests, or operations of SPAC, any of its Affiliates, or the Company or any of its Subsidiaries; (v) agree to any material modification or waiver of the terms and actions contemplated under such sectionsconditions of this Agreement; or (vi) pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material liability or other obligation, in connection with obtaining any authorization, consent, Governmental Order, registration or approval.

Antitrust Matters. 5.7.1 (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Provisional Collaboration and License AgreementSection 6.5, each of the Parties will Company and Parent agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than 15 Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the Transactions, if required, under the HSR Act for each of Parent and the Company, in each such case, requesting early termination of the waiting period with respect to the Merger and the other Transactions, and to file as soon as practicable any other applicable notifications or other forms necessary and required to obtain any consents, clearances or approvals under or in connection with any other Antitrust Law; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such approval of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other Transactions; (C) to use its reasonable best efforts to take, or and to cause each of its Subsidiaries to be takentake, any and all actions reasonably necessary to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law, enable all waiting periods under any Antitrust Law to expire and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to do, or cause enable the Merger and the other Transactions to be done, all things necessary, proper or advisable under applicable law occur prior to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereofTermination Date, including taking all steps as may be necessarypromptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, subject arrangement or other understanding to acquire any assets or properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent or materially impede the limitations in this Section 5.7 Closing. (Antitrust Matters), to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. ii) In furtherance and not in limitation of the foregoingundertakings pursuant to this Section 6.5, if any objections are asserted with respect to the Transactions under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger or the other Transactions, each of Parent and the Parties agrees Company and their respective Affiliates shall use their respective reasonable best efforts to contest, resist and resolve any such objections or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions so as to permit consummation of the Transactions. (iiii) file Notwithstanding the foregoing, Parent shall take, and cause its Affiliates to take, any and all actions necessary to obtain any consents, clearances or cause approvals required under or in connection with any Antitrust Law, and to be filed with enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to consummate the Merger or the other Transactions, including (A) the FTC and the DOJ promptly complying with or modifying any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, requests for additional information (including any second request) by any Governmental Entity; (B) subject to Section 6.5(e)(iv), if necessary to obtain clearance by any Governmental Entity, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the U.K. Competition sale, divestiture, license or other disposition of any and Markets Authority under all of the U.K. Enterprise capital stock, assets, rights, products, leases, businesses or other operations or interests therein of the Company or any of its Subsidiaries or pre-Closing Affiliates and (C) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to consummate the Merger or the other Transactions and taking any and all other actions to prevent the entry, enactment or promulgation thereof. (iv) Notwithstanding anything to the contrary in this Section 6.5, neither this Section 6.5, nor the “reasonable best efforts” standard shall require, or be construed to require, in order to obtain any required consent, clearance or approval from any Governmental Entity or otherwise, Parent, the Company or any of their respective Affiliates (the “Covered Parties”) to (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate, or propose, negotiate or offer to effect, or consent or commit to, any sale, leasing, licensing, transfer, disposal, divestiture or other encumbrance, or holding separate, before or after the Effective Time, of any assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties or (B) take or agree to take any other action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of any of the Covered Parties; except, solely in the case of any such actions listed in subsections (A) and (B) above to the extent solely relating to the Company or any of its Subsidiaries or pre-Closing Affiliates with respect to their respective businesses, if such action listed in subsections (A) or (B) above would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on any of the Nine West Business, taken as a whole, the J▇▇▇▇ Apparel Business, taken as a whole, the S▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Business, taken as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C)a whole, the “Required Filings”)Jeanswear Business, and (ii) use reasonable best efforts to obtain taken as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdictiona whole, or the termination or expiration of any waiting period K▇▇▇ ▇▇▇▇▇▇ Business, taken as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]a whole. 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, (v) Parent and the obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits Company will not withdraw and authorizations refile their respective initial filings under the HSR Act or any other Antitrust LawLaw unless each other party has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall require the Company or its Affiliates, or Parent, Merger Sub and their respective Affiliates, to take or agree to take any action with respect to actions taken on its business or after operations unless the date effectiveness of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify such agreement or action is conditioned upon the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, Closing. (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation For purposes of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, “Antitrust Law” means the S▇▇▇▇▇▇ Act, the C▇▇▇▇▇▇ Act, the HSR Act, the Federal Trade Commission Act and nothing in this Section 5.7 (Antitrust Matters) all other Laws that are designed or Section 9.3 intended to prohibit, restrict or regulate actions having the purpose or effect of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters and actions contemplated under such sectionsmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Antitrust Matters. 5.7.1 (a) Subject to the terms and conditions of this Provisional Collaboration and License Agreement, each of the Parties Company and the Investor will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under acquisition of the Stock Purchase Agreement Shares as soon as practicable after the date hereof, including taking all steps as may be necessary, subject to the limitations in this Section 5.7 (Antitrust Matters)9.3, to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Parties Company and the Investor agrees to (i) file or cause to be filed with (A) the FTC and the DOJ any notifications required to be filed under the HSR Act no later than [***] ten (10) Business Days after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or ), (B) or (C), the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, or and/or the termination or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]except that the Investor shall be responsible for the payment of all applicable filing fees payable under the HSR Act and other applicable Antitrust Law. 5.7.2 (b) Each of the Parties Company and the Investor shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties Company and the Investor to prepare and submit any Required Filings, including providing to either Partythe Company and the Investor, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 (c) Each of the Parties Company and the Investor shall, in connection with the transactions contemplated hereby, and the obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations under the HSR Act or any other Antitrust Law, with respect to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters9.3(c) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 (d) Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party the Company or the Investor to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person Person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters and actions contemplated under such sections.

Antitrust Matters. 5.7.1 (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Provisional Collaboration and License AgreementSection 5.5, each of the Parties will Company and Parent agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event no later than 10 Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the Transactions, if required, under the HSR Act for each of Parent and the Company, in each such case, requesting early termination of the waiting period with respect to the Merger and the other Transactions, and to file as soon as practicable any other applicable notifications or other forms necessary and required to obtain any consents, clearances or approvals under or in connection with any other Antitrust Law; (B) to promptly provide to each Governmental Antitrust Entity non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such approval of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Merger and the other Transactions; (C) to use its reasonable best efforts to take, or and to cause each of its Subsidiaries to be takentake, any and all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereof, including taking all steps as may be necessarynecessary to obtain any consents, subject clearances or approvals required under or in connection with any Antitrust Law, enable all waiting periods under any Antitrust Law to expire and avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to enable the Merger and the other Transactions to occur prior to the limitations in this Section 5.7 Termination Date, including promptly complying with or modifying any requests for additional information (Antitrust Matters)including any second request) by any Governmental Entity; and (D) to refrain from entering into any agreement, arrangement or other understanding to obtain all applicable waiting period expirations acquire any assets, rights or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. properties that would prevent or materially delay receipt of any Company Required Governmental Approvals or Parent Required Governmental Approvals or prevent or materially impede the Closing. (ii) In furtherance and not in limitation of the foregoingundertakings pursuant to this Section 5.5, if any objections are asserted with respect to the Transactions under any Law or if any Action is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity or any private party challenging any of the Transactions as violative of any Law or which would reasonably be expected to result in any of the conditions to the Merger set forth in Article VI not being satisfied or that would reasonably be expected to prevent or materially impede the consummation of the Merger or the other Transactions, each of Parent and the Parties agrees Company and their respective Affiliates shall use their respective reasonable best efforts to contest, resist and resolve any such objections or Actions, and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger or the other Transactions so as to permit consummation of the Transactions. (iiii) file Notwithstanding the foregoing, Parent shall take, and cause its Affiliates to take, any and all such actions as may be necessary to obtain any consents, clearances or cause approvals required under or in connection with any Antitrust Law, and to be filed with enable all waiting periods under any Antitrust Law to expire, and to avoid or eliminate each and every impediment under any Antitrust Law asserted by any Governmental Entity, in each case, to consummate the Merger or the other Transactions, including (A) the FTC and the DOJ promptly complying with or modifying any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, requests for additional information (including any second request) by any Governmental Entity; (B) if necessary to obtain clearance by any Governmental Entity, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the U.K. Competition sale, divestiture, license or other disposition of any and Markets Authority under all of the U.K. Enterprise ▇▇▇ ▇▇▇▇capital stock, as amended by assets, rights, properties, products, leases, businesses or other operations or interests therein of the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable Company or Parent or either’s respective Subsidiaries or Affiliates; and (C) contesting, defending and appealing any other regulatory body any notifications threatened or pending preliminary or permanent injunction or other filings required order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C), consummate the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, Merger or the termination other Transactions and taking any and all other actions to prevent the entry, enactment or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]promulgation thereof. 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, (iv) Parent and the obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits Company will not withdraw and authorizations refile their respective initial filings under the HSR Act or any other Antitrust LawLaw unless each other party has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall require the Company or its Affiliates, or Parent, Merger Sub and their respective Affiliates, to take or agree to take any action with respect to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to operations unless the sale, holding separate, licensing or other disposition of, any assets effectiveness of such party, whether as a condition to obtaining any approval from, agreement or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reasonis conditioned upon the Closing. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters and actions contemplated under such sections.

Antitrust Matters. 5.7.1 (i) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Provisional Collaboration and License AgreementSection 6.3, each of Seller and the Parties will Company, on the one hand, and Purchaser, on behalf of itself and each of its Affiliates, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, to file the initial pre-merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act (which filing, including the exhibits thereto, need not be shared or otherwise disclosed to the other parties except to outside counsel of each party) for each of Purchaser and the Company, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby and to file as soon as practicable any notification or other form necessary to obtain any consents, clearances or approvals required under or in connection with any other antitrust law; (B) to promptly provide to each and every federal, state, local or foreign court or Governmental Authority with jurisdiction over enforcement of any applicable antitrust law, non-privileged information and documents requested by any such Governmental Authority in connection with obtaining any such approval of such Governmental Authority that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby; (C) to use its reasonable best efforts to take, or and to cause each of its Subsidiaries to be takentake, any and all actions and necessary to doobtain any consents, clearances or cause to be doneapprovals required under or in connection with any antitrust law, enable all things necessary, proper or advisable waiting periods under applicable any antitrust law to consummate expire and avoid or eliminate each and every impediment under any antitrust law asserted by any Governmental Authority, in each case, to enable the transactions contemplated hereunder and under hereby to occur prior to the Stock Purchase Agreement as soon as practicable after the date hereofTermination Date, including taking all steps as may be necessarypromptly complying with or modifying any requests for additional information (including any second request) by any Governmental Authority; and (D) to refrain from entering into any agreement, subject to the limitations in this Section 5.7 (Antitrust Matters), to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Parties agrees to (i) file or cause to be filed with (A) the FTC and the DOJ any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications arrangement or other filings required understanding to be filed under acquire any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) assets or (B) properties that would prevent or (C), the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, or the termination or expiration materially delay receipt of any waiting period as applicable approval under the HSR Act or other applicable Antitrust Lawantitrust law or prevent, including materially delay or materially impede the consummation of the transactions contemplated by filing as soon as practicable this Agreement. (ii) Subject to the last sentence of this Section 6.3(d)(ii), Purchaser shall take, and advisable cause its Affiliates to take, any supplemental and all actions necessary to obtain any consents, clearances or additional information which may reasonably be requested by the FTC approvals required under or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]. 5.7.2 Each of the Parties shall use reasonable best efforts to provide HSR Act or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated herebyother antitrust law, and the obtaining of to enable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations periods under the HSR Act or any other Antitrust Law, with respect antitrust law to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other ofexpire, and if in writing, furnish to avoid or eliminate each and every impediment under the HSR Act or any other with copies of (orantitrust law asserted by any Governmental Authority, in each case, to consummate the case of oral communications, advise the other of) any material communications from or with any governmental authoritytransactions contemplated hereby, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply promptly complying with contractual arrangements, or modifying any requests for additional information (including any second request) by any Governmental Authority; (B) if necessary to address good faith legal privilege obtain clearance by any Governmental Authority, offering, negotiating, committing to and effecting, by consent decree, a hold separate order or confidentiality concerns otherwise, the sale, divestiture, license or other disposition of any and all of the capital stock, assets, rights, products, leases, businesses or other operations or interests therein of the Company and/or its Subsidiaries or Purchaser or its Affiliates; and (C) to comply with applicable lawcontesting, (vi) furnish defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose ability of any assets party to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, enactment or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 promulgation thereof. Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing contrary in this Section 5.7 6.3, Purchaser shall not be required to take any action contemplated by clause (Antitrust MattersB) or Section 9.3 of the Stock Purchase immediately preceding sentence if such action would be reasonably expected to have a material adverse effect on the business, operations, financial condition or results of operations of Purchaser and its Subsidiaries (including the Company and its Subsidiaries after the Closing), taken as a whole. (iii) Purchaser will not withdraw its initial filing under the HSR Act or any other antitrust law, as the case may be, and refile it unless Seller has consented in advance to such withdrawal and refiling. Nothing in this Agreement shall be interpreted require Seller, the Company or their respective Affiliates to require either Party take or agree to perform duplicative actions take any action with respect to the matters and actions contemplated under Company's or its Subsidiaries' business or operations unless the effectiveness of such sectionsagreement or action is conditioned upon the Closing.

Antitrust Matters. 5.7.1 (i) Subject to the terms and conditions set forth in this Agreement, the Seller Parent, on the one hand, and the Buyer Parent, on the other hand, agree to take or cause to be taken the following actions in connection with the First Closing or the Second Closing (as the case may be and where applicable): (A) as soon as practicable, to file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) the initial pre-merger notifications with respect to the Transactions required under the HSR Act for the Seller Parent and the Buyer Parent (the “HSR Filings”); (B) as soon as reasonably practicable following the date of this Provisional Collaboration and License Agreement, to file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required in respect of the Transactions under or in connection with any other Antitrust Law, including in the Applicable Jurisdictions; (C) to promptly provide, and cause each of its controlled Subsidiaries to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the Parties will First Closing Transactions; and (D) use its reasonable best efforts to take, or and to cause each of its controlled Subsidiaries to be takentake, any and all actions necessary to obtain any consents, clearances, approvals or authorizations required under or in connection with any Antitrust Law and enable all waiting periods under any Antitrust Law to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereofexpire, including taking all steps such actions and doing all such things necessary to (1) resolve any objections, if any, as the FTC, the Antitrust Division, or any other Governmental Antitrust Entity may assert under any applicable Antitrust Law with respect to the Transactions, and (2) avoid or eliminate each and every impediment under any applicable Antitrust Law that may be necessaryasserted by the FTC, the Antitrust Division or any other Governmental Antitrust Entity or Persons with respect to the Transactions so as to enable the Transactions to be consummated as soon as possible after the date hereof (subject to the limitations terms and conditions hereof), including: (a) proposing, negotiating, committing to, and/or effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of the Transferred Assets or the Business as are required to be divested in order to avoid the entry of any lawful decree, judgment, injunction (permanent or preliminary), or any other lawful Order that would make the Transactions unlawful or would otherwise materially delay or prevent the consummation of the Transactions; (b) terminating, modifying, or assigning existing relationships, Contracts, or obligations relating to any Transferred Assets or the Business; or (c) changing or modifying any course of conduct regarding future operations of the Transferred Assets or the Business; provided, however, that nothing in this Section 5.7 5.3(a) or Section 5.3(c) shall require (Antitrust MattersI) the Buyer Parent to offer, propose, negotiate, commit to, take or effect any remedial action (w) that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, properties or business of Buyer Parent and its Subsidiaries, taken as a whole, (x) that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the memory business of the Buyer Parent and its Subsidiaries taken as a whole and after giving effect to the Transactions, (y) that would have, or would reasonably be expected to have, a Material Adverse Effect or (z) with respect to the assets, properties or business of the Buyer Parent or its Affiliates (other than, after the relevant Closing, the relevant Business) or (II) the Seller Parent to offer, propose, negotiate, commit to, take or effect any remedial action that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (y) the assets, properties or business of Seller Parent and its Subsidiaries, taken as a whole or (z) the memory business of the Seller Parent and its Subsidiaries taken as a whole and after giving effect to the Transactions. (ii) Subject to applicable Laws relating to the exchange of information and necessary or appropriate confidentiality protections (including those set forth in Section 5.2), (A) each of the Seller Parent and the Buyer Parent shall have the right to obtain review in advance, and, to the extent practicable, each will consult in advance with the other on and consider in good faith the views of the other in connection with, all applicable waiting period expirations of the information relating to the Seller Parent, the Buyer Parent, the Business or terminationsthe Transactions, consentsas the case may be, clearancesand any of their respective Affiliates, waiversthat appears in any filing made with, licensesor written materials submitted to, registrationsany Governmental Antitrust Entity in connection with the Transactions; and (B) each of the Seller Parent and the Buyer Parent, permitsor their counsel, authorizationsto the extent practicable, orders and approvalsshall have the right to participate in all substantive communications or meetings with any Governmental Entity in connection with review of the transactions contemplated by this Agreement under the Antitrust Laws, to the extent permitted by such Governmental Entity. In furtherance and not in limitation of exercising the foregoingforegoing rights, each of the Parties agrees to (i) file or cause to be filed with (A) the FTC Seller Parent and the DOJ any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) the U.K. Competition Buyer Parent shall act reasonably and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C), the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, or practicable. Neither the termination or expiration Buyer Parent nor the Seller Parent will (x) withdraw any of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]. 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, and the obtaining of all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations initial filings under the HSR Act or any other Antitrust Law, as the case may be, (y) refile any of its filings under the HSR Act or any other Antitrust Law, as the case may be, or (z) agree with any Governmental Entity to extend any waiting period under the HSR Act or any other Antitrust Law with respect to actions taken on the Transactions, in each case unless the other Party has consented in advance in writing to such withdrawal, refiling or after extension, as applicable. (iii) Notwithstanding the date other provisions of this Provisional Collaboration Section 5.3(a) and License AgreementSection 5.3(c), without limitation: (ithe covenants and agreements set forth in this Section 5.3(a) promptly notify constitute the other of, and if in writing, furnish sole obligations of the other with copies of (or, in the case of oral communications, advise the other of) any material communications from or with any governmental authority, including the FTC and the DOJ, Parties with respect to this Provisional Collaboration and License Agreement the efforts required to obtain any consents, clearances, approvals or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other authorizations from any Governmental Antitrust Entity that is required under or in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance and, to the extent permitted by such governmental authority, gives the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party heretoLaw. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions with respect to the matters and actions contemplated under such sections.

Antitrust Matters. 5.7.1 (i) Subject to the terms and conditions of set forth in this Provisional Collaboration and License Agreement, each of the Parties will use its reasonable best efforts Party agrees to take, take or cause to be takentaken the following actions: (A) as soon as practicable to file any notification, all actions pre-notification or other form necessary (including in draft form where applicable), as the case may be, to obtain any consents, clearances or approvals required under or in connection with any Antitrust Law in the jurisdictions set forth in Schedule 7.3(d)(i)(A)(2); (B) to promptly provide, and cause each of its Affiliates to dopromptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or cause to be done, all things authorization of such Governmental Antitrust Entity that is necessary, proper or advisable under applicable law to consummate the transactions contemplated hereunder and under the Stock Purchase Agreement as soon as practicable after the date hereof, including taking all steps as may be necessary, subject to the limitations in this Section 5.7 (Antitrust Matters), to obtain all applicable waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation permit consummation of the foregoing, each of the Parties agrees to (i) file or cause to be filed with (A) the FTC and the DOJ any notifications required to be filed under the HSR Act no later than [***] after the date of this Agreement, (B) the U.K. Competition and Markets Authority under the U.K. Enterprise ▇▇▇ ▇▇▇▇, as amended by the Enterprise and Regulatory Reform Act of 2013, and the rules and regulations promulgated thereunder as soon as practicable and advisable and (C) any other regulatory body any notifications or other filings required to be filed under any other Antitrust Law as soon as practicable and advisable (any filings required pursuant to clause (A) or (B) or (C), the “Required Filings”), and (ii) use reasonable best efforts to obtain as promptly as practicable approvals, clearances, consents, decisions not to assume jurisdiction, or the termination or expiration of any waiting period as applicable under the HSR Act or other applicable Antitrust Law, including by filing as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC or the DOJ or any other governmental authority in connection with applicable Antitrust Law. Each party hereto shall be responsible for its own costs in connection with the Required Filings, [***]. 5.7.2 Each of the Parties shall use reasonable best efforts to provide or cause to be provided promptly all assistance and cooperation to allow the Parties to prepare and submit any Required Filings, including providing to either Party, as applicable, any information that it may require for the purpose of any filing, notification, application or request for further information made in respect of any such filing. 5.7.3 Each of the Parties shall, in connection with the transactions contemplated hereby, and the obtaining of all waiting period expirations including promptly complying with or terminationsmodifying any requests for additional information (including any second request) by any Governmental Entity; and (C) to refrain from acquiring or agreeing to acquire any assets or businesses, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations under the HSR Act or entering into any other Antitrust Law, with respect to actions taken on or after the date of this Provisional Collaboration and License Agreement, without limitation: (i) promptly notify the other ofagreements, and if in writing, furnish the other with copies to cause each of (or, in the case of oral communications, advise the other of) any material communications its Subsidiaries to refrain from or with any governmental authority, including the FTC and the DOJ, with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement, (ii) cooperate in all respects and consult with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (iii) permit the other to review and discuss in advance, and consider in good faith the view of the other in connection with, any proposed written or oral communication with any governmental authority, (iv) not participate in any substantive meeting or have any substantive communication with any governmental authority unless it has given the other party a reasonable opportunity to consult with it in advance andsuch actions, to the extent permitted by taking any such actions or doing, or causing to be done, any such things would be reasonably likely to (1) prevent or materially delay receipt of any governmental authorityapprovals, gives (2) prevent, materially delay or materially impede the Closing, (3) except with the prior written consent of the other the opportunity to attend and participate therein, (v) furnish the other party’s outside legal counsel with copies of all supplemental filings and substantive communications between it and Parties hereto extend any such governmental authority with respect to this Provisional Collaboration and License Agreement or the Stock Purchase Agreement; provided that waiting period under any materials subject to this Section 5.7 (Antitrust Matters) may be restricted to outside counsel and may be redacted or withheld as necessary (A) to comply with contractual arrangements, (B) to address good faith legal privilege or confidentiality concerns and (C) to comply with applicable law, (vi) furnish the other party’s outside legal counsel with such necessary information and reasonable assistance as the other party’s outside legal counsel may reasonably request in connection with its preparation of necessary submissions of information to any such governmental authority, and (vii) use reasonable best efforts to respond as soon as practicable to reasonable requests from the other party hereto. 5.7.4 Notwithstanding anything herein to the contrary, nothing in this Provisional Collaboration and License Agreement will require either Party to (i) sell, hold separate, license or otherwise dispose of any assets or conduct its business in a specified manner, (ii) agree or proffer to sell, hold separate, license or otherwise dispose of any assets or conduct their business in a specified manner or (iii) permit or agree to the sale, holding separate, licensing or other disposition of, any assets of such party, whether as a condition to obtaining any approval from, or to avoid potential litigation or administrative action by, a governmental authority or any other person or for any other reason. 5.7.5 Notwithstanding anything to the contrary, each of the Parties shall coordinate their activities under this Section 5.7 (Antitrust Matters) with those activities undertaken under Section 9.3 of the Stock Purchase Agreement, and nothing in this Section 5.7 (Antitrust Matters) or Section 9.3 of the Stock Purchase Agreement shall be interpreted to require either Party to perform duplicative actions Law with respect to the matters transactions contemplated hereby or (4) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Cobia Business or the business of the Swordfish Acetow Group. (ii) None of the Parties will withdraw its initial filing under any Antitrust Law, as the case may be, and actions contemplated under refile it unless the other Parties have consented in writing in advance to such sectionswithdrawal and refiling.