Common use of Antitrust Notification Clause in Contracts

Antitrust Notification. (a) Seller, the Company and Purchaser shall use their respective commercially reasonable efforts to promptly respond to any inquiry by any Governmental Body regarding any Competition Law in connection with the Transaction. (b) The parties hereto shall, and shall cause their respective Affiliates to, cooperate with each other in connection with any investigation or inquiry by any Governmental Body under any applicable Competition Laws with respect to the Transaction and use their respective commercially reasonable efforts (i) to keep each other promptly informed of any substantive oral communications with, and provide copies of any substantive written communications with, any Governmental Body regarding the Transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. None of Seller, the Company or Purchaser shall participate in any meeting or material discussion with any Governmental Body with respect of any filings, applications, investigation, or other inquiry relating to the transactions contemplated hereby without giving the other parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of Purchaser or the Company, shall be limited to outside antitrust counsel only). Subject to applicable Law, Seller, the Company and Purchaser shall each consult and cooperate with one another and consider in good faith the views of the other party, in connection with any analyses, appearances, material communications, presentations, white papers memoranda, briefs, arguments, opinions and proposals or other written materials to be made or submitted to any Governmental Body in advance of any such submission. Any materials provided pursuant to this Section 9.05(b) may be redacted to (A) comply with contractual arrangements or applicable Laws, and (B) address reasonable attorney-client privilege or confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only to the outside legal counsel and advisors of the parties hereto.

Antitrust Notification. (a) SellerUnless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer and Seller shall, as promptly as practicable after the Company Effective Date, but no later than the end of the tenth (10th) Business Day following the Effective Date, (i) file with the Federal Trade Commission (the “FTC”) and Purchaser the Antitrust Division of the Department of Justice (the “DOJ”) the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall use their respective commercially include any supplemental information requested in connection therewith, pursuant to the HSR Act, and (ii) make such other filings as are necessary or advisable in other jurisdictions in order to comply with all applicable Legal Requirements relating to competition, merger control or antitrust and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act or such other applicable Legal Requirement. The Parties shall work together and shall furnish to one another such necessary information and reasonable efforts to promptly respond to any inquiry by any Governmental Body regarding any Competition Law assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the Transaction. HSR Act or such other applicable Legal Requirement. The Parties shall (bA) The parties hereto shallcooperate with one another and keep one another apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ or any other applicable Governmental Entity, (B) comply promptly with any such reasonable inquiry or request, (C) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat, and (D) with the exception of business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), and subject to any other applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, furnish the other Party or the other Party’s outside counsel with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transaction contemplated by this Agreement, shall cause their respective Affiliates toinclude representatives of both Parties. In this connection and subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any investigation or inquiry by any Governmental Body under any applicable Competition Laws with respect to the Transaction and use their respective commercially reasonable efforts (i) to keep each other promptly informed of any substantive oral communications with, and provide copies of any substantive written communications with, any Governmental Body regarding the Transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. None of Seller, the Company or Purchaser shall participate in any meeting or material discussion with any Governmental Body with respect of any filings, applications, investigation, or other inquiry relating to the transactions contemplated hereby without giving the other parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of Purchaser or the Company, shall be limited to outside antitrust counsel only). Subject to applicable Law, Seller, the Company and Purchaser shall each consult and cooperate with one another and consider in good faith the views of the other party, in connection with any analyses, appearances, material communications, presentations, white papers memoranda, briefs, arguments, opinions and proposals or other written materials to be made or submitted to any Governmental Body in advance Entity regarding the transaction contemplated by this Agreement, including the Asset Purchase, by or on behalf of any such submissionParty. Any materials provided Buyer shall pay all filing fees and other charges for the filing under the HSR Act by both Parties. (b) From and after the date on which the filings are made pursuant to Section 5.5(a), Buyer and Seller shall use reasonable best efforts to obtain any clearance required under the HSR Act or such other applicable Legal Requirement for the purchase and sale of the Purchased Assets and the other transactions contemplated hereby (any such clearance, an “Antitrust Approval”), including replying at the earliest practicable date to any requests for information received from the FTC or DOJ pursuant to the HSR Act and making any permitted request for early expiration or termination of the applicable waiting periods under the HSR Act as soon as possible. For purposes of this Section 9.05(b5.5(b) may and of Section 5.5(a), and notwithstanding the foregoing, Buyer shall not under any circumstances be redacted required to agree to (i) any prohibition, limitation or any condition on the ability of Buyer or any of its Affiliates to acquire or hold, or exercise full rights of ownership or use of, the Purchased Assets, including the use of the Purchased Assets to obtain Priority Review of a product candidate of Buyer or any other benefit associated with the Purchased Assets, (ii) any requirement to dispose of or hold separate any portion of the business or assets of Buyer or its Affiliates, in each case as a result of the purchase and sale of the Purchased Assets or any of the other transactions contemplated by this Agreement, or (iii) any material modification or waiver of the terms and conditions of this Agreement. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Seller to offer or agree to (A) comply with contractual arrangements (i) sell, hold, hold separate, divest, license, discontinue or applicable Lawslimit, and before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing Contracts) or (B) address reasonable attorney-client privilege any material modification or confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only to the outside legal counsel and advisors waiver of the parties heretoterms and conditions of this Agreement.

Antitrust Notification. (a) SellerUnless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer and Sellers shall, as promptly as practicable after the Company Effective Date as they shall mutually agree file with the FTC and Purchaser the DOJ the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall use their respective commercially include any supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable efforts to promptly respond to any inquiry by any Governmental Body regarding any Competition Law assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the Transaction. HSR Act. The Parties shall (bA) The parties hereto shall, and shall cause their respective Affiliates to, cooperate with each other in connection with any investigation or inquiry by any Governmental Body under any applicable Competition Laws with respect to one another and keep one another apprised of the Transaction and use their respective commercially reasonable efforts (i) to keep each other promptly informed status of any substantive oral communications with, and provide copies of any inquiries or requests for additional information from, the FTC, the DOJ or any other applicable Governmental Entity, (B) comply promptly with any such reasonable inquiry or request, (C) not participate, or permit its Affiliates to participate, in any substantive written communications with, any Governmental Body regarding the Transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. None of Seller, the Company or Purchaser shall participate in any meeting or material discussion with any Governmental Body with Entity in respect of any filings, applications, investigation, investigation or other inquiry relating to the transactions contemplated hereby without giving concerning this Agreement unless it consults with the other parties prior notice of the meeting or discussion Party in advance and, to the extent permitted by such Governmental Entity, gives the relevant Governmental Body, other Party the opportunity to attend and participate in thereat, and (D) with the exception of business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), furnish the other Party or the other Party’s outside counsel with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall pay all filing fees and other charges for the filing under the HSR Act by both Parties. (b) From and after the date on which the filings are made pursuant to Section 5.5(a), Buyer and Sellers shall use reasonable best efforts to obtain any clearance required under the HSR Act (any such meeting or discussion (whichclearance, an “Antitrust Approval”), including replying at the earliest practicable date to any requests for information received from the FTC or DOJ pursuant to the HSR Act and making any permitted request for early expiration or termination of Purchaser the applicable waiting periods under the HSR Act as soon as possible. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or the Company, shall be limited construed to outside antitrust counsel only). Subject to applicable Law, Sellerrequire, the Company and Purchaser shall each consult and cooperate with one another and consider in good faith Parties or any of their respective Affiliates to offer or agree to (i) (A) sell, hold, separate, divest, license, discontinue or limit, before or after the views of the other partyClosing Date, in connection with any analysesassets, appearancesbusinesses, material communicationsequity holdings, presentationsintellectual property, white papers memoranda, briefs, arguments, opinions and proposals or other written materials to be made interests or submitted to (B) any Governmental Body in advance conditions relating to, or changes or restrictions in, the operations of any such submission. Any materials provided pursuant assets, businesses, equity holdings, intellectual property or interests (including but not limited to this Section 9.05(bany requirements to enter into new contracts or modify or terminate existing contracts) may be redacted to or (Aii) comply with contractual arrangements any material modification or applicable Laws, and (B) address reasonable attorney-client privilege or confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only to the outside legal counsel and advisors waiver of the parties heretoterms and conditions of this Agreement.

Antitrust Notification. (a) SellerUnless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer and Seller shall, as promptly as practicable after the Company and Purchaser Effective Date as they shall use their respective commercially reasonable efforts to promptly respond to any inquiry by any Governmental Body regarding any Competition Law in connection mutually agree (i) file with the Transaction. (b) The parties hereto shallFTC and the DOJ the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall cause their respective Affiliates to, cooperate with each other include any supplemental information requested in connection with any investigation or inquiry by any Governmental Body under any applicable Competition Laws with respect therewith, pursuant to the Transaction and use their respective commercially reasonable efforts (i) to keep each other promptly informed of any substantive oral communications with, and provide copies of any substantive written communications with, any Governmental Body regarding the TransactionHSR Act, and (ii) make such other filings as are necessary or advisable in other jurisdictions in order to confer comply with each all applicable Legal Requirements relating to competition, merger control or antitrust and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act or such other regarding appropriate contacts applicable Legal Requirement. The Parties shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may request in connection with and response to personnel of such Governmental Bodies and the content its preparation of any filing or submission which is necessary under the HSR Act or such contacts other applicable Legal Requirement. The Parties shall (A) cooperate with one another and keep one another apprised of the status of any communications with, and any inquiries or presentations. None of Sellerrequests for additional information from, the Company FTC, the DOJ or Purchaser shall participate any other applicable Governmental Entity, (B) comply promptly with any such reasonable inquiry or request, (C) not participate, or permit its Affiliates to participate, in any substantive meeting or material discussion with any Governmental Body with Entity in respect of any filings, applications, investigation, investigation or other inquiry relating to the transactions contemplated hereby without giving concerning this Agreement unless it consults with the other parties prior notice of the meeting or discussion Party in advance and, to the extent permitted by such Governmental Entity, gives the relevant Governmental Body, other Party the opportunity to attend and participate in thereat, and (D) with the exception of business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), furnish the other Party or the other Party’s outside counsel with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall pay all filing fees and other charges for the filing under the HSR Act by both Parties. (b) From and after the date on which the filings are made pursuant to Section 5.5(a), Buyer and Seller shall use reasonable best efforts to obtain any clearance required under the HSR Act or such meeting or discussion other applicable Legal Requirement for the purchase and sale of the Purchased Assets and the other transactions contemplated hereby (whichany such clearance, an “Antitrust Approval”), including replying at the earliest practicable date to any requests for information received from the FTC or DOJ pursuant to the HSR Act and making any permitted request for early expiration or termination of Purchaser the applicable waiting periods under the HSR Act as soon as possible. For purposes of this Section 5.5(b) and of Section 5.5(a), and notwithstanding the foregoing, Buyer shall not under any circumstances be required to agree to (i) any prohibition, limitation or any condition on the Companyability of Buyer or any of its Affiliates to acquire or hold, shall be limited to outside antitrust counsel only). Subject to applicable Law, Selleror exercise full rights of ownership or use of, the Company Purchased Assets, including the use of the Purchased Assets to obtain Priority Review of a product candidate of Buyer or any other benefit associated with the Purchased Assets, or (ii) any requirement to dispose of or hold separate any portion of the business or assets of Buyer or its Affiliates, in each case as a result of the purchase and Purchaser shall each consult and cooperate with one another and consider in good faith sale of the views Purchased Assets or any of the other party, in connection with any analyses, appearances, material communications, presentations, white papers memoranda, briefs, arguments, opinions and proposals or other written materials to be made or submitted to any Governmental Body in advance of any such submission. Any materials provided pursuant to transactions contemplated by this Section 9.05(b) may be redacted to (A) comply with contractual arrangements or applicable Laws, and (B) address reasonable attorney-client privilege or confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only to the outside legal counsel and advisors of the parties heretoAgreement.

Antitrust Notification. (a) SellerUnless this Agreement shall have been validly terminated in accordance with Section 7.1, subject to the Company limitations set forth in this Agreement (including in Section 5.3(b)), Buyer and Purchaser Seller shall use their respective commercially reasonable best efforts to promptly respond cause the prompt expiration or termination of any applicable waiting period and to consummate the transactions contemplated hereunder, including within five (5) Business Days after the Effective Date, filing with the FTC and the DOJ the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and including any inquiry by any Governmental Body regarding any Competition Law supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the Transaction. HSR Act. The Parties shall use reasonable best efforts to (bi) The parties hereto shallcooperate with one another and promptly inform the other Party of any communications with, and shall cause their respective Affiliates toany inquiries or requests for additional information from, cooperate the FTC, the DOJ or any other applicable Governmental Entity, (ii) comply promptly with each any such reasonable inquiry or request, allowing the other to review in advance of submission, and considering in good faith the views of the other, in connection with any investigation substantive responses, analyses, appearances, presentations, memoranda, briefs, arguments and proposals, (iii) not participate, or inquiry by any Governmental Body under any applicable Competition Laws with respect permit its Affiliates to the Transaction and use their respective commercially reasonable efforts (i) to keep each other promptly informed of participate, in any substantive oral communications with, and provide copies of any substantive written communications with, any Governmental Body regarding the Transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. None of Seller, the Company or Purchaser shall participate in any meeting or material discussion with any Governmental Body with Entity in respect of any filings, applications, investigation, investigation or other inquiry relating to the transactions contemplated hereby without giving concerning this Agreement unless it consults with the other parties prior notice of the meeting or discussion Party in advance and, to the extent permitted by such Governmental Entity, gives the relevant Governmental Body, other Party the opportunity to attend and participate in such meeting thereat, and (iv) with the exception of business documents designated and deemed highly confidential or discussion competitively sensitive by the possessing Party (whichincluding documents submitted as attachments to the Party’s notification and report form under the HSR Act), furnish the other Party or the other Party’s outside counsel with copies of all substantive correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder, provided that the Parties may as they deem advisable and necessary, redact as necessary to remove legally privileged content, valuation details or to comply with contractual arrangements. Buyer shall pay all filing fees for the filing under the HSR Act. (b) From and after the date on which the filings are made pursuant to Section 5.3(a), Buyer and Seller shall use reasonable best efforts to obtain any clearance required under the HSR Act (the “Antitrust Approval”), including replying at the request of Purchaser earliest practicable date to any requests for information received from the FTC or DOJ pursuant to the Company, shall be limited to outside antitrust counsel only)HSR Act. Subject to applicable Law, Seller, Notwithstanding the Company and Purchaser shall each consult and cooperate with one another and consider in good faith the views of the other partyforegoing, in connection with and as a result of any analysesAntitrust Approval granted during the Pre-Closing Period, appearancesnothing in this Agreement shall require, material communicationsor be construed to require, presentationsthe Parties or any of their respective Affiliates to offer or agree to (i) (A) sell, white papers memorandahold, briefsseparate, argumentsdivest, opinions and proposals license, discontinue, or limit any assets, businesses, equity, holdings, intellectual property, or other written materials to be made interests or submitted to (B) any Governmental Body in advance conditions relating to, or changes or restrictions in, the operation or use of any such submission. Any materials provided pursuant assets, businesses, equity holdings, intellectual property or interests (including but not limited to this Section 9.05(b) may be redacted any requirements to (A) comply enter into new Contracts or modify or terminate existing Contracts), including with contractual arrangements or applicable Laws, and (B) address reasonable attorney-client privilege or confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only respect to the outside legal counsel Purchased Assets and advisors use of the parties heretoPriority Review Voucher to obtain Priority Review of a product candidate of Buyer or its Affiliates or any other benefit associated with the Purchased Assets or (ii) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. (a) SellerUnless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer and Seller shall, within fifteen (15) Business Days after the Company Effective Date. file with the FTC and Purchaser the DOJ the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall use their respective commercially include any supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable efforts to promptly respond to any inquiry by any Governmental Body regarding any Competition Law assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the Transaction. (b) HSR Act. The parties hereto shall, and Parties shall cause their respective Affiliates to, cooperate with each other in connection with any investigation or inquiry by any Governmental Body under any applicable Competition Laws with respect to the Transaction and use their respective commercially reasonable efforts (i) to keep each cooperate with one another and promptly inform the other promptly informed Party of any substantive oral communications with, and provide copies of any substantive written communications withinquiries or requests for additional information from, the FTC, the DOJ or any other applicable Governmental Body regarding the TransactionEntity, and (ii) to confer comply promptly with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts reasonable inquiry or presentations. None of Sellerrequest, the Company (iii) not participate, or Purchaser shall participate permit its Affiliates to participate, in any substantive meeting or material discussion with any Governmental Body with Entity in respect of any filings, applications, investigation, investigation or other inquiry relating to the transactions contemplated hereby without giving concerning this Agreement unless it consults with the other parties prior notice of the meeting or discussion Party in advance and, to the extent permitted by such Governmental Entity, gives the relevant Governmental Body, other Party the opportunity to attend and participate in such meeting thereat, and (iv) with the exception of business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), furnish the other Party or discussion the other Party’s outside counsel with copies of all correspondence, filings, and communications (whichand memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall pay all filing fees for the filing under the HSR Act. (b) From and after the date on which the filings are made pursuant to Section 5.3(a), Buyer and Seller shall use reasonable best efforts to obtain any clearance required under the HSR Act (the “Antitrust Approval”), including replying at the request of Purchaser earliest practicable date to any requests for information received from the FTC or DOJ pursuant to the Company, shall be limited to outside antitrust counsel only). Subject to applicable Law, Seller, the Company HSR Act and Purchaser shall each consult and cooperate with one another and consider in good faith the views requesting early expiration or termination of the other partyapplicable waiting periods under the HSR Act as soon as possible. Notwithstanding the foregoing, in connection with and as a result of any analysesAntitrust Approval granted during the Pre-Closing Period, appearancesnothing in this Agreement shall require, material communicationsor be construed to require, presentationsBuyer or any of its respective Affiliates to offer or agree to (i)(A) sell, white papers memorandahold, briefsseparate, argumentsdivest, opinions and proposals license, discontinue, or limit any assets, businesses, equity, holdings, intellectual property, or other written materials to be made interests or submitted to (B) any Governmental Body in advance conditions relating to, or changes or restrictions in, the operation or use of any such submission. Any materials provided pursuant assets, businesses, equity holdings, intellectual property or interests (including but not limited to this Section 9.05(b) may be redacted any requirements to (A) comply enter into new contracts or modify or terminate existing contracts), including with contractual arrangements or applicable Laws, and (B) address reasonable attorney-client privilege or confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only respect to the outside legal counsel Purchased Assets and advisors use of the parties heretoPriority Review Voucher to obtain Priority Review of a product candidate of Buyer or its Affiliates or any other benefit associated with the Purchased Assets or (ii) any modification or waiver of the terms and conditions of this Agreement (any item set forth in clauses (i) or (ii), a “Burdensome Condition”).

Antitrust Notification. (a) SellerIf a filing under the HSR Act is required, Lumos and Merck shall file, or shall cause their ultimate parent entities as defined in the HSR Act to file, as soon as practicable (but not later than ten (10) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Company and Purchaser shall use their respective commercially reasonable efforts to promptly respond to any inquiry by Antitrust Division of the Department of Justice or any Governmental Body regarding any Competition Law in Entity for additional information or documentation. Each Party shall pay for the fees associated with their own filings and submissions. In connection with therewith, the Transaction. (b) The parties hereto Parties shall, and or shall cause their respective Affiliates to, (i) furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act, and (ii) keep the other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity. (b) Subject to applicable confidentiality restrictions or restrictions required by applicable Legal Requirements, each Party will notify the other promptly upon the receipt of (i) any comments or questions from any Governmental Entity in connection with any filings made pursuant to Section 7.1(a) or the transactions contemplated by this Agreement and (ii) any requests by any Governmental Entity for information or documents relating to an investigation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Agreement. The Parties may, as they deem advisable and necessary, designate any correspondence provided to the other under this Section 7.1(b) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Agreement shall include representatives of both Parties. Subject to applicable Legal Requirements, the Parties will consult and cooperate with each other in connection with any investigation or inquiry by any Governmental Body under any applicable Competition Laws with respect to the Transaction and use their respective commercially reasonable efforts (i) to keep each other promptly informed of any substantive oral communications with, and provide copies of any substantive written communications with, any Governmental Body regarding the Transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. None of Seller, the Company or Purchaser shall participate in any meeting or material discussion with any Governmental Body with respect of any filings, applications, investigation, or other inquiry relating to the transactions contemplated hereby without giving the other parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Body, the opportunity to attend and participate in such meeting or discussion (which, at the request of Purchaser or the Company, shall be limited to outside antitrust counsel only). Subject to applicable Law, Seller, the Company and Purchaser shall each consult and cooperate with one another and consider in good faith the views of the other party, in connection with any analyses, appearances, material communications, presentations, white papers memoranda, briefs, arguments, opinions and proposals or other written materials to be made or submitted to any Governmental Body in advance Entity regarding the transactions contemplated by this Agreement by or on behalf of any such submission. Any materials provided pursuant to this Section 9.05(b) may be redacted to (A) comply with contractual arrangements or applicable Laws, and (B) address reasonable attorney-client privilege or confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only to the outside legal counsel and advisors of the parties heretoParty.

Antitrust Notification. (a) SellerUnless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer, Seller and BPI shall, as promptly as practicable (but no later than ten (10) Business Days) after the Company Effective Date, file with the Federal Trade Commission and Purchaser the Department of Justice the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall use their respective commercially include any supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable efforts to promptly respond to any inquiry by any Governmental Body regarding any Competition Law assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the Transaction. HSR Act. The Parties shall (bA) The parties hereto shallcooperate with one another and keep one another apprised of the status of any communications with, and shall cause their respective Affiliates toany inquiries or requests for additional information from, the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity, (B) comply promptly with any such reasonable inquiry or request, (C) subject to applicable Legal Requirements, consult and cooperate with each other in connection with any investigation analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or inquiry by submitted to any Governmental Body under any applicable Competition Laws with respect to Entity regarding the Transaction and use their respective commercially reasonable efforts (i) to keep each other promptly informed transactions contemplated by this Agreement by or on behalf of any substantive oral communications withParty, and provide copies of (D) not participate, or permit its Affiliates to participate, in any substantive written communications with, any Governmental Body regarding the Transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Bodies and the content of any such contacts or presentations. None of Seller, the Company or Purchaser shall participate in any meeting or material discussion with any Governmental Body with Entity in respect of any filings, applicationsinvestigation or inquiry concerning this Agreement unless, investigation, or other inquiry relating to the transactions contemplated hereby without giving extent reasonably practicable, it consults with the other parties prior notice of the meeting or discussion Party in advance and, to the extent permitted by such Governmental Entity, gives the relevant Governmental Body, other Party the opportunity to attend and participate thereat, and (E) furnish the other Party (or, in respect of competitively sensitive materials, solely to the other Party’s outside counsel) with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall bear, and promptly satisfy, all costs and expenses associated with all filing fees and other charges for the filing under the HSR Act by all Parties. Nothing contained in this Agreement shall require any Party to disclose to the other Party or its outside counsel (1) documents filed pursuant to Item 4(c) and 4(d) of the Notification and Report Form under the HSR Act or communications regarding the same documents, (2) information submitted in response to any request for additional information, documents which reveal such meeting Party’s negotiating objectives or discussion strategies regarding the transactions contemplated hereunder (which3) information relating to businesses and investments of Buyer or its Affiliates, (4) any information for which disclosure is prohibited by any Governmental Entity or (5) any information for which disclosure would waive applicable legal privilege. (b) From and after the date on which the filings are made pursuant to Section 6.8(a), the Parties shall use their respective reasonable best efforts to obtain any clearance required under the HSR Act for the purchase and sale of the Purchased Assets and the other transactions contemplated hereby, including replying at the request of Purchaser earliest practicable date to any requests for information received from the Federal Trade Commission or the CompanyDepartment of Justice pursuant to the HSR Act and making any permitted request for early expiration or termination of the applicable waiting periods under the HSR Act as soon as possible. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be limited construed to outside antitrust counsel only). Subject to applicable Law, Sellerrequire, the Company and Purchaser shall each consult and cooperate with one another and consider in good faith Parties or any of their respective Affiliates to offer or agree to (a) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the views of the other partyClosing Date, in connection with any analysesassets, appearancesbusinesses, material communicationsequity holdings, presentationsintellectual property, white papers memoranda, briefs, arguments, opinions and proposals or other written materials to be made interests or submitted to (ii) any Governmental Body in advance conditions relating to, or changes or restrictions in, the operations of any such submission. Any materials provided pursuant assets, businesses, equity holdings, intellectual property or interests (including but not limited to this Section 9.05(bany requirements to enter into new contracts or modify or terminate existing contracts) may be redacted to or (Ab) comply with contractual arrangements any material modification or applicable Laws, and (B) address reasonable attorney-client privilege or confidentiality concerns; provided, that, portions of materials that are competitively sensitive may be designated as “outside antitrust counsel only,” in which case such portions of such copies shall be given only to the outside legal counsel and advisors waiver of the parties heretoterms and conditions of this Agreement.