Common use of Cooperation Between the Parties Clause in Contracts

Cooperation Between the Parties. (i) The Parties undertake to cooperate for the purpose of completing the Offer and the acquisition of control of Company by Offeror described in this Agreement. The Parties have agreed, based on the circumstances existing at the date hereof, on an indicative timetable for the Offer which is set out in the Note d’Information. In particular, Offeror and Company shall cooperate with each other to fulfill all applicable requirements of the AMF, NYSE-Euronext and United States Securities and Exchange Commission (“SEC”), and to respond to comments from any of the foregoing, and to make such amendments and supplements to filings as may be required; provided that Company shall not incur any costs or fees whatsoever with respect to its cooperation to fulfill applicable requirements of the SEC as the case may be. (ii) For the purposes of completing the Offer, the Parties also undertake to cooperate and promptly inform each other with respect to issuing all notifications, making any requests and obtaining all necessary approvals and authorizations under all laws and regulations of any relevant jurisdictions and each of the Parties shall, provided that it does not have material adverse effect on such Party or any of such Party’s Affiliates: (i) use commercially reasonable efforts to obtain, as soon as practicable after the date of this Agreement, all necessary no-action letters, approvals and authorizations from governmental entities, including the European Commission, the relevant U.S. antitrust authorities and any other local antitrust authority; and (ii) take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity, in each case to the extent necessary or desirable to complete the Offer and the acquisition of control of Company by Offeror contemplated hereby. (iii) Each Party shall promptly notify the other Party (i) if and to the extent it becomes aware that any information supplied by it or included in filings with the AMF in respect of the Offer shall have become false or misleading in any material respect and (ii) upon the receipt of any comments from the AMF or any request from the AMF for amendments or supplements to filings, in each case, in respect of the Offer. (iv) To the extent permitted by Applicable Laws and regulations, Company shall consult with Offeror with respect to any litigation or administrative proceeding against Company or any of its officers or directors in relation to this Agreement, the Offer, or Offeror’s acquisition of Company, including any litigation by a holder of Company Shares, Stock Options, BSARs or Free Shares; and Company shall not settle or offer to settle any such litigation without the prior written consent of Offeror (not to be unreasonably withheld or delayed).

Cooperation Between the Parties. (i) The Parties undertake to cooperate for the purpose of completing the Offer Offers and the acquisition of control Target by Bidder or an affiliate of Company by Offeror Bidder described in this Agreement. The Parties MOU and have agreed, based on the circumstances existing at the date hereof, on an indicative timetable for the French Offer which is set out in the Note d’InformationAnnex 4. In particular, Offeror and Company shall cooperate with each other to fulfill all applicable requirements of the AMF, NYSE-Euronext and United States Securities and Exchange Commission (“SEC”), and to respond to comments from any of the foregoing, and to make such amendments and supplements to filings as may be required; provided that Company shall not incur any costs or fees whatsoever with respect to its cooperation to fulfill applicable requirements of the SEC as the case may be. (ii) For the purposes of completing the OfferOffers, the Parties also undertake to cooperate and promptly inform each other with respect to issuing all notifications, making any requests and obtaining all necessary approvals and authorizations under all laws and regulations of any relevant jurisdictions and each of the Parties shall, provided that it does not have material adverse effect on consequences for such Party or any member of such Party’s Affiliatesits group: (i) use commercially reasonable efforts to obtain, as soon as practicable after the date of this AgreementMOU, all necessary no-action letters, approvals and authorizations from governmental entities, including the European Commission, the relevant U.S. antitrust authorities US Department of Justice and any other local antitrust authority; and (ii) take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity, in each case to the extent necessary or desirable to complete the Offer and the acquisition of control of Company by Offeror contemplated hereby. (iii) . Each Party shall promptly notify the other Party Party: (i) if and to the extent it becomes aware that any information supplied by it or included in filings with the AMF in respect of the French Offer or with the SEC in respect of the U.S. Offer shall have become false or misleading in any material respect respect; and (ii) upon the receipt of any comments from the AMF or the SEC or any request from the AMF or the SEC for amendments or supplements to filings, in each case, in respect of the French Offer or the U.S. Offer. (iv) . To the extent permitted by Applicable Laws applicable laws and regulations, Company Target shall give Bidder the opportunity to consult with Offeror Target with respect to any litigation commenced prior to, on or administrative proceeding after the signing of this MOU, against Company Target or any of its officers or directors in relation by any holder of Shares, Target’s ADSs, Warrants or Stock Options relating to this AgreementMOU, the OfferOffers or otherwise, or Offeror’s acquisition of Company, including any litigation by a holder of Company Shares, Stock Options, BSARs or Free Shares; and Company shall not settle or offer to settle any such litigation without the prior written consent of Offeror Bidder (not to be unreasonably withheld or delayed).

Cooperation Between the Parties. Should a Party or its Affiliates, licensees or Sublicensees (ithe “Filing Party”) The Parties undertake desire to cooperate file an IND or an application for the purpose of completing the Offer and the acquisition of control of Company by Offeror described in this Agreement. The Parties have agreedRegulatory Approval or Pricing Approval, based on the circumstances existing at the date hereof, on an indicative timetable for the Offer which is set out in the Note d’Information. In particular, Offeror and Company shall cooperate with each other to fulfill all applicable requirements of the AMF, NYSE-Euronext and United States Securities and Exchange Commission (“SEC”), and to respond to comments from any or equivalents of the foregoing, in each case for one or more Licensed Products pursuant to Section 5.1 or Section 5.2, the other Party (the “Non-Filing Party”) will provide, at the Filing Party’s request, subject to Section 2.5 (a) Mersana Regulatory Documentation (if the Non-Filing Party is Mersana) or Licensee Regulatory Documentation (if the Non-Filing Party is Licensee), to the extent it is able to do so without violating the terms of an agreement with a Third Party (and the Non-Filing Party shall be obligated to make such amendments use good faith efforts to obtain consent from an applicable Third Party to do so) (including, for clarity, as necessary or useful to compile the Chemistry, Manufacturing and supplements to filings as may be required; provided that Company shall not incur any costs Controls section of an IND submission or fees whatsoever an application for Regulatory Approval with respect to its cooperation one or more Licensed Products, and including, for clarity, any Drug Master File to fulfill applicable requirements of the SEC extent set forth under Section 2.5 and Section 5.3) and which may be redacted to remove information as to which the case may be. (ii) For the purposes of completing the Offer, the Parties also undertake to cooperate and promptly inform each other with respect to issuing all notifications, making any requests and obtaining all necessary approvals and authorizations under all laws and regulations of any relevant jurisdictions and each of the Parties shall, provided that it Party does not have material adverse effect on such rights hereunder (including information obtained through Independent Development to which the Filing Party or any of such Party’s Affiliates: (i) use commercially reasonable efforts to obtainhas not opted in under Section 4.7.4), as soon as practicable after the date of this Agreement, all necessary no-action letters, approvals and authorizations from governmental entities, including the European Commission, the relevant U.S. antitrust authorities and any other local antitrust authority; and (iib) take all reasonable steps as may be necessary other technical information or other relevant information that the Non-Filing Party Controls and is within the scope of the license to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entitythe Filing Party hereunder (for clarity, in each case ((a) or (b)) excluding information obtained through Independent Development to which the Filing Party has not opted in under Section 4.7.4) solely for use in connection with any such INDs with regard to one or more Licensed Products or other application for Regulatory Approval or Pricing Approval or the maintenance thereof or as otherwise licensed hereunder. Without limitation of any other obligations hereunder, the Non-Filing Party shall provide reasonable assistance to the extent necessary Filing Party, including in the event that the Non-Filing Party has led a study relevant to applicable filing or desirable meeting with a Regulatory Authority (such reasonable assistance shall include, e.g., sending to complete such meeting a representative of the Offer Non-Filing Party who has sufficient seniority, experience, and the acquisition of control of Company by Offeror contemplated hereby. (iii) Each Party shall promptly notify the other Party (i) if and to the extent it becomes aware that any information supplied by it or included in filings familiarity with the AMF applicable study to participate in respect of such meeting), as is reasonably requested by the Offer shall have become false or misleading in any material respect and (ii) upon the receipt of any comments from the AMF or any request from the AMF for amendments or supplements to filings, in each case, in respect of the OfferFiling Party. (iv) To the extent permitted by Applicable Laws and regulations, Company shall consult with Offeror with respect to any litigation or administrative proceeding against Company or any of its officers or directors in relation to this Agreement, the Offer, or Offeror’s acquisition of Company, including any litigation by a holder of Company Shares, Stock Options, BSARs or Free Shares; and Company shall not settle or offer to settle any such litigation without the prior written consent of Offeror (not to be unreasonably withheld or delayed).

Cooperation Between the Parties. (i) 7.1 The Parties undertake to cooperate for the purpose of completing the Offer Offers and the acquisition of control of the Company by Offeror the Purchaser (or an affiliate thereof) described in this Agreement. The Parties have agreed, based on the circumstances existing at the date hereof, on an indicative timetable for the Offer which is set out in the Note d’Information. In particular, Offeror the Purchaser and the Company shall cooperate with each other to fulfill fulfil all applicable requirements of the AMF, the SEC, Nasdaq and NYSE-Euronext and United States Securities and Exchange Commission (“SEC”), and to respond to comments from any of the foregoing, and to make such amendments and supplements to filings as may be required; provided that . Without limiting the foregoing, to the extent not prohibited by applicable Law, the Company shall not incur any costs furnish to the Purchaser such information and assistance (including updated lists of security holders, security position listings and computer files) as Purchaser may reasonably request in structuring the Offers, communicating the Offers to the holders of Securities or fees whatsoever with respect to its cooperation to fulfill applicable requirements of the SEC as the case may beotherwise. (ii) 7.2 For the purposes of completing the OfferOffers, the Parties also undertake to cooperate and promptly inform each other with respect to issuing all notifications, making any requests and obtaining all necessary approvals and authorizations under all laws and regulations of any relevant jurisdictions and each of the Parties shall, provided that it does not have material adverse effect on consequences for such Party or any member of such Party’s Affiliates: its group (i) use commercially reasonable efforts to obtain, as soon as practicable after the date of this Agreement, all necessary no-action letters, approvals and authorizations from governmental entities, including the European Commission, the relevant U.S. antitrust authorities US Department of Justice and any other local antitrust authority; authority and (ii) take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity, in each case to the extent necessary or desirable to complete the Offer and the acquisition of control of Company by Offeror contemplated hereby. (iii) 7.3 Each Party shall promptly notify the other Party Party: (i) if and to the extent it becomes aware that any information supplied by it or included in filings with the AMF in respect of the French Offer or with the SEC in respect of the US Offer shall have become false or misleading in any material respect respect; and (ii) upon the receipt of any comments from the AMF or the SEC or any request from the AMF or the SEC for amendments or supplements to filings, in each case, in respect of the French Offer or the US Offer. (iv) To the extent permitted by Applicable Laws and regulations, Company shall consult with Offeror with respect to any litigation or administrative proceeding against Company or any of its officers or directors in relation to this Agreement, the Offer, or Offeror’s acquisition of Company, including any litigation by a holder of Company Shares, Stock Options, BSARs or Free Shares; and Company shall not settle or offer to settle any such litigation without the prior written consent of Offeror (not to be unreasonably withheld or delayed).

Cooperation Between the Parties. (i) The Parties undertake to cooperate for the purpose of completing the Offer and the acquisition of control of the Company by Offeror the Purchaser or an Affiliate of the Purchaser described in this Agreement. The Parties Agreement and have agreed, based on the circumstances existing at the date hereof, on an indicative timetable for the Offer which is set out in the Note d’Information. In particular, Offeror the Purchaser and the Company shall cooperate with each other to fulfill all applicable requirements of the AMF, NYSE-AMF and Euronext and United States Securities and Exchange Commission (“SEC”), and Paris to respond to comments from any of the foregoing, and to make such amendments and supplements to filings as may be required; provided that Company shall not incur any costs or fees whatsoever with respect to its cooperation to fulfill applicable requirements of the SEC as the case may be. (ii) . For the purposes of completing the Offer, the Parties also undertake to cooperate and promptly inform each other with respect to issuing all notifications, making any requests and obtaining all necessary approvals and authorizations under all laws and regulations of any relevant jurisdictions and jurisdictions. Without limiting the foregoing, each of the Parties shallPurchaser and the Company shall use its reasonable efforts to, provided that it does not have material adverse effect on such Party or any of such Party’s Affiliates: (i) use commercially reasonable efforts to obtain, as soon as practicable after the date of this Agreement, all necessary no-action letters, approvals and authorizations from governmental entities, including the European Commission, the relevant U.S. antitrust authorities and any other local antitrust authorityAuthorities; and (ii) take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entityAuthority; provided that the Company shall take any such action pursuant to this Article 5 as may be reasonably requested by the Purchaser, in each case to but only so long as such action is not effective until, or is conditioned upon, the extent necessary or desirable to complete the Offer and the acquisition of control purchase of Company Securities in the Offer. In particular, the Company shall assist the Purchaser to obtain the French Foreign Investment Condition and shall to provide at the reasonable request of the Purchaser all information and information required for the preparation of the filings with the French Ministry of Economy and responses to questions raised by Offeror the French Ministry of Economy. The Company agrees to provide such assistance (and to cause its subsidiaries and its and their respective personnel and advisors to provide such assistance) with the debt financing (the “Debt Financing”) incurred or intended to be incurred pursuant to that certain Commitment Letter, dated as of the date hereof, by and between the Purchaser and Perceptive Advisors LLC (the “Debt Commitment Letter”) as is reasonably requested by the Purchaser. Such assistance shall include, but not be limited to, (i) participation by senior management of the Company in the negotiation, execution and delivery of the agreements, documents and certificates contemplated hereby. by the Debt Financing; (ii) taking such actions as are reasonably requested by Purchaser or its financing sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing; and (iii) using its commercially reasonable efforts to cause its independent auditors to cooperate with the Debt Financing. Notwithstanding anything to the contrary in this Agreement, the Confidentiality Agreement or in any other agreement between the Company and Purchaser (or its Affiliates), the Company agrees that the Purchaser and its Affiliates may share non-public or confidential information regarding the Company and its businesses with the financing sources identified in the Debt Commitment Letter. Notwithstanding anything to the contrary in this Agreement, in the event of any termination of this Agreement or the failure of the Offer to occur for any other reason, the Company shall have no claim or cause of action against the providers of the Debt Financing or any of their respective former, current or future general or limited partners, equity holders, managers, members, directors, officers, affiliates, employees, representatives or agents as a result of any loss or damage resulting from such termination or failure, and the Company hereby irrevocably waives (for itself and its Affiliates) any such claim or cause of action; provided that the foregoing shall not (and is not intended to) limit any claim or cause of action that the Company may have against the Purchaser hereunder or pursuant to law, including pursuant to Article 3.2.2 hereof. Each Party shall promptly notify the other Party (i) if and to the extent it becomes aware that any information supplied by it or included in filings with the AMF in respect of the Offer or shall have become false or misleading in any material respect and (ii) upon the receipt of any comments from the AMF or any request from the AMF for amendments or supplements to filings, in each case, in respect of the Offer. (iv) . To the extent permitted by Applicable Laws and regulationsLaw, the Company shall give the Purchaser the opportunity to consult with Offeror the Company with respect to any litigation commenced prior to, on or administrative proceeding after the signing of this Agreement, against the Company or any of its officers or directors in relation by any holder of Company Securities, Stock Options or Warrants relating to this Agreement, the OfferOffer or otherwise, or Offeror’s acquisition of Company, including any litigation by a holder of Company Shares, Stock Options, BSARs or Free Shares; and Company shall not settle or offer to settle any such litigation without the prior written consent of Offeror the Purchaser (which shall not to be unreasonably withheld or delayed).

Cooperation Between the Parties. (i) The Parties undertake to cooperate for the purpose of completing the Offer and the acquisition of control of the Company by Offeror the Purchaser or an Affiliate of the Purchaser described in this Agreement. The Parties Agreement and have agreed, based on the circumstances existing at the date hereof, on an indicative timetable for the Offer which is set out in the Note d’Information. In particular, Offeror the Purchaser and the Company shall cooperate with each other to fulfill all applicable requirements of the AMF, NYSE-AMF and Euronext and United States Securities and Exchange Commission (“SEC”), and Paris to respond to comments from any of the foregoing, and to make such amendments and supplements to filings as may be required; provided that Company shall not incur any costs or fees whatsoever with respect to its cooperation to fulfill applicable requirements of the SEC as the case may be. (ii) . For the purposes of completing the Offer, the Parties also undertake to cooperate and promptly inform each other with respect to issuing all notifications, making any requests and obtaining all necessary approvals and authorizations under all laws and regulations of any relevant jurisdictions and jurisdictions. Without limiting the foregoing, each of the Parties shallPurchaser and the Company shall use its reasonable efforts to, provided that it does not have material adverse effect on such Party or any of such Party’s Affiliates: (i) use commercially reasonable efforts to obtain, as soon as practicable after the date of this Agreement, all necessary no-action letters, approvals and authorizations from governmental entities, including the European Commission, the relevant U.S. antitrust authorities and any other local antitrust authorityAuthorities; and (ii) take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entityAuthority; provided that the Company shall take any such action pursuant to this Article 5 as may be reasonably requested by the Purchaser, in each case to but only so long as such action is not effective until, or is conditioned upon, the extent necessary or desirable to complete the Offer and the acquisition of control purchase of Company Securities in the Offer. In particular, the Company shall assist the Purchaser to obtain the French Foreign Investment Condition and shall to provide at the reasonable request of the Purchaser all information and information required for the preparation of the filings with the French Ministry of Economy and responses to questions raised by Offeror contemplated hereby. (iii) the French Ministry of Economy. Each Party shall promptly notify the other Party (i) if and to the extent it becomes aware that any information supplied by it or included in filings with the AMF in respect of the Offer or shall have become false or misleading in any material respect and (ii) upon the receipt of any comments from the AMF or any request from the AMF for amendments or supplements to filings, in each case, in respect of the Offer. (iv) . To the extent permitted by Applicable Laws and regulationsLaw, the Company shall give the Purchaser the opportunity to consult with Offeror the Company with respect to any litigation commenced prior to, on or administrative proceeding after the signing of this Agreement, against the Company or any of its officers or directors in relation by any holder of Company Securities, Stock Options or Warrants relating to this Agreement, the OfferOffer or otherwise, or Offeror’s acquisition of Company, including any litigation by a holder of Company Shares, Stock Options, BSARs or Free Shares; and Company shall not settle or offer to settle any such litigation without the prior written consent of Offeror the Purchaser (which shall not to be unreasonably withheld or delayed).

Cooperation Between the Parties. (i) 7.1 The Parties undertake to cooperate for the purpose of completing the Offer Offers and the acquisition of control of the Company by Offeror the Purchaser (or an affiliate thereof) described in this Agreement. The Parties have agreed, based on the circumstances existing at the date hereof, on an indicative timetable for the Offer which is set out in the Note d’Information. In particular, Offeror the Purchaser and the Company shall cooperate with each other to fulfill fulfil all applicable requirements of the AMF, the SEC, Nasdaq and NYSE-Euronext and United States Securities and Exchange Commission (“SEC”), and to respond to comments from any of the foregoing, and to make such amendments and supplements to filings as may be required; provided that . Without limiting the foregoing, to the extent not prohibited by applicable Law, the Company shall not incur any costs furnish to the Purchaser such information and assistance (including updated lists of security holders, security position listings and computer files) as Purchaser may reasonably request in structuring the Offers, communicating the Offers to the holders of Securities or fees whatsoever with respect to its cooperation to fulfill applicable requirements of the SEC as the case may beotherwise. (ii) 7.2 For the purposes of completing the OfferOffers, the Parties also undertake to cooperate and promptly inform each other with respect to issuing all notifications, making any requests and obtaining all necessary approvals and authorizations under all laws and regulations of any relevant jurisdictions and each of the Parties shall, provided that it does not have material adverse effect on consequences for such Party or any member of such Party’s Affiliates: its group (i) use commercially reasonable efforts to obtain, as soon as practicable after the date of this Agreement, all necessary no-action letters, approvals and authorizations from governmental entities, including the European Commission, the relevant U.S. antitrust authorities US Department of Justice and any other local antitrust authority; authority and (ii) take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental entity, in each case to the extent necessary or desirable to complete the Offer and the acquisition of control of Company by Offeror contemplated hereby. (iii) 7.3 Each Party shall promptly notify the other Party Party: (i) if and to the extent it becomes aware that any information supplied by it or included in filings with the AMF in respect of the French Offer or with the SEC in respect of the US Offer shall have become false or misleading in any material respect respect; and (ii) upon the receipt of 9 any comments from the AMF or the SEC or any request from the AMF or the SEC for amendments or supplements to filings, in each case, in respect of the French Offer or the US Offer. (iv) To the extent permitted by Applicable Laws and regulations, Company shall consult with Offeror with respect to any litigation or administrative proceeding against Company or any of its officers or directors in relation to this Agreement, the Offer, or Offeror’s acquisition of Company, including any litigation by a holder of Company Shares, Stock Options, BSARs or Free Shares; and Company shall not settle or offer to settle any such litigation without the prior written consent of Offeror (not to be unreasonably withheld or delayed).