Common use of HSR and Equivalent Foreign Laws Clause in Contracts

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review Period for exercise of an Option for a Particular Collaboration Program that the exercise of such an Option is required to be filed with the Federal Trade Commission (the “FTC”) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“HSR”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the Option to TELETHON-HSR prior to the end of the Review Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental clearance by the FTC or other governmental authority, and the Review Period automatically shall be extended for [***] (the “Review Period Extension”). If the exercise of the Option does not comply with the requirements of Section 4.2 and this Section 4.10, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period Extension, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Review Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [***] unless reasonably required to obtain clearance) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, and TELETHON-HSR shall have the same rights as are set forth in Section 4.2(d) in respect of the Vectors resulting from the applicable Collaboration Program. If HSR or other governmental clearance has not been granted by the end of the extended Review Period Extension, TELETHON-HSR and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Period Extension is reasonable under the circumstances, and to discuss and consider in good faith, where appropriate, the renegotiation of their financial and other obligations under the Agreement with respect to the affected Program, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or Control as of the Effective Date. GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection with the grant of any exclusive license to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approval.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review Period for exercise of an Option for a Particular PROSENSA Collaboration Program that the exercise of such an Option is required to be filed with the Federal Trade Commission (the “FTC”) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“HSR”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the Option to TELETHON-HSR PROSENSA prior to the end of the Review Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental clearance by the FTC or other governmental authority, and the Review Period automatically shall be extended for [***] ninety (90) Calendar Days (the “Review Period Extension”). If the exercise of the Option does not comply with the requirements of Section 4.2 and this Section 4.104.8, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period Extension, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Review Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [***] ninety (90) Calendar Days unless reasonably required to obtain clearance) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, and TELETHON-HSR PROSENSA shall have the same rights as are set forth in Section 4.2(d) in respect of the Vectors Compounds resulting from the applicable PROSENSA Collaboration Program. If HSR or other governmental clearance has not been granted by the end of the extended Review Period Extension, TELETHON-HSR PROSENSA and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Period Extension is reasonable under the circumstances, and to discuss and consider in good faith, where appropriate, the renegotiation of their financial and other obligations under the Agreement with respect to the affected Program, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or Control as of the Effective Date. GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection with the grant of any exclusive license to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approval.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review Period applicable period for exercise of an Option for a Particular Collaboration particular Dynavax Program (the “Option Deadline Period”) that the exercise of such an Option is required to be filed with the Federal Trade Commission (the “FTC”) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“HSR”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the Option to TELETHON-HSR Dynavax prior to the end of the Review Option Deadline Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental clearance by the FTC or other governmental authority, and the Review Option Deadline Period automatically shall be extended for [***[ * ] (the “Review Period ExtensionOption Deadline Extension Period”). If the exercise of the Option does not comply with the requirements of Section 4.2 4.1 and this Section 4.104.1.5, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR or other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period ExtensionOption Deadline Extension Period, or if GSK receives a “Second Request” from the FTC or similar request for additional information from a governmental authority in connection with such filing, the Review Option Deadline Extension Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [***] unless reasonably required to obtain clearance[ * ]) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, and TELETHON-HSR Dynavax shall have the same rights as are set forth in Section 4.2(d) 4.1.4 in respect of the Vectors Compounds resulting from the applicable Collaboration Dynavax Program. If HSR or other governmental clearance has not been granted by the end of the extended Review Period ExtensionOption Deadline Extension Period, TELETHON-HSR Dynavax and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Option Deadline Extension Period Extension is reasonable under the circumstances, and to discuss and consider in good faith, where appropriate, the renegotiation of their financial and other obligations under the Agreement with respect to the affected Program[ * ], with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied [ * ] if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or Control as of the Effective Date. GSK shall be solely responsible for all reasonable costs and expenses of either Party in connection to take action (beyond cooperation with the grant of other Party) to respond to any exclusive license to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approvalSecond Request.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review applicable Option Deadline Period for exercise of an Option for a Particular Collaboration Program that the exercise of such an any Option by GSK under this Agreement is required to be filed with the Federal Trade Commission (the “"FTC”") under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“"HSR”") or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the applicable Option to TELETHON-HSR prior to the end of the Review Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental clearance by the FTC or other governmental authority, and the Review Deadline Period automatically shall be extended for automatically by [***] from the original expiration of the applicable Option Deadline Period (the “Review Period Extension”). If "Option Deadline Extension Period") in the exercise event that: (i) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration of the Option does not comply with the requirements of Section 4.2 and this Section 4.10, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR Deadline Period; or other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period Extension, or if GSK receives (ii) a “"Second Request” " to which GSK intends to respond is received from the FTC (or similar request for additional information from a governmental authority equivalent foreign authority) in connection with such filing, the Review Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [***] unless reasonably required to obtain clearance) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, filing and TELETHON-HSR shall have the same rights as are set forth in Section 4.2(d) in respect of the Vectors resulting from the applicable Collaboration Program. If HSR or other governmental clearance has not been granted by the end as of the extended Review Period ExtensionOption Deadline Period. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the Option Deadline Extension Period, TELETHON-HSR Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Option Deadline Extension Period is required. In such event, such extension of the Option Deadline [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor if GSK can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is reasonable under or will more likely than not be forthcoming. In the circumstances, and to discuss and consider in good faith, where appropriateevent that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable Option Deadline Extension Period, the renegotiation of their financial and other obligations under the Agreement with respect to the affected Program, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or Control as of the Effective Date. GSK applicable Option shall be solely responsible for all reasonable costs and expenses of either Party in connection with the grant of any exclusive license deemed to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approvalhave expired unexercised.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review applicable Option Deadline Period for exercise of an Option for a Particular Collaboration Program that the exercise of such an any Option by GSK under this Agreement is required to be filed with the Federal Trade Commission (the “"FTC”") under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“"HSR”") or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the applicable Option to TELETHON-HSR prior to the end of the Review Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental clearance by the FTC or other governmental authority, and the Review Deadline Period automatically shall be extended for automatically by [***] from the original expiration of the applicable Option Deadline Period (the “Review Period Extension”). If "Option Deadline Extension Period") in the exercise event that: (i) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration of the Option does not comply with the requirements of Section 4.2 and this Section 4.10, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR Deadline Period; or other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period Extension, or if GSK receives (ii) a “"Second Request” " to which GSK intends to respond is received from the FTC (or similar request for additional information from a governmental authority equivalent foreign authority) in connection with such filing, the Review Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [***] unless reasonably required to obtain clearance) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, filing and TELETHON-HSR shall have the same rights as are set forth in Section 4.2(d) in respect of the Vectors resulting from the applicable Collaboration Program. If HSR or other governmental clearance has not been granted by the end as of the extended Review Period ExtensionOption Deadline Period. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the Option Deadline Extension Period, TELETHON-HSR Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Option Deadline Extension Period is required. In such event, such extension of the Option Deadline Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor if GSK can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is reasonable under or will more likely than not be forthcoming. In the circumstances, and to discuss and consider in good faith, where appropriateevent that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable Option Deadline Extension Period, the renegotiation of their financial and other obligations under the Agreement with respect to the affected Program, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or Control as of the Effective Date. GSK applicable Option shall be solely responsible for all reasonable costs and expenses of either Party in connection with the grant of any exclusive license deemed to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approvalhave expired unexercised.

HSR and Equivalent Foreign Laws. If GSK reasonably determines in good faith prior to the expiration of the Review applicable Option Deadline Period for exercise of an Option for a Particular Collaboration Program that the exercise of such an any Option by GSK under this Agreement is required to be filed with the Federal Trade Commission (the “FTC”) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“HSR”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the applicable Option to TELETHON-HSR prior to the end of the Review Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental clearance by the FTC or other governmental authority, and the Review Deadline Period automatically shall be extended for automatically by [***] from the original expiration of the applicable Option Deadline Period (the “Review Period ExtensionOption Deadline Extension Period”). If ) in the exercise event that: (i) the HSR (or similar foreign law) initial waiting period is still pending as of the original date of the expiration of the Option does not comply with the requirements of Section 4.2 and this Section 4.10, including, for example, because it includes other conditions to the completion of the exercise of the Option other than the grant of HSR Deadline Period; or other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period Extension, or if GSK receives (ii) a “Second Request” to which GSK intends to respond is received from the FTC (or similar request for additional information from a governmental authority equivalent foreign authority) in connection with such filing, the Review Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [***] unless reasonably required to obtain clearance) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, filing and TELETHON-HSR shall have the same rights as are set forth in Section 4.2(d) in respect of the Vectors resulting from the applicable Collaboration Program. If HSR or other governmental clearance has not been granted by the end as of the extended Review Period ExtensionOption Deadline Period. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the Option Deadline Extension Period, TELETHON-HSR Anacor and GSK shall promptly meet to discuss in good faith whether an additional extension of the Review Option Deadline Extension Period is required. In such event, such extension of the Option Deadline Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor if GSK can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is reasonable under or will more likely than not be forthcoming. In the circumstances, and to discuss and consider in good faith, where appropriateevent that HSR (or similar foreign law) clearance is not granted upon expiration of the applicable Option Deadline Extension Period, the renegotiation of their financial and other obligations under the Agreement with respect to the affected Program, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or Control as of the Effective Date. GSK applicable Option shall be solely responsible for all reasonable costs and expenses of either Party in connection with the grant of any exclusive license deemed to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approvalhave expired unexercised.

HSR and Equivalent Foreign Laws. If GSK Medicis reasonably determines in good faith prior to the expiration of the Review PoC Option Deadline Period for exercise of an Option for a Particular Collaboration Program that the exercise of such an its PoC Option by Medicis under [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. this Agreement is required to be filed with the Federal Trade Commission (the “FTC”) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. §18a) (“HSR”) or with equivalent foreign governmental authorities under any similar foreign law, GSK shall provide written notice of exercise of the PoC Option to TELETHON-HSR prior to the end of the Review Period, which notice shall include GSK’s binding commitment to complete the exercise of the Option, subject only to HSR or other governmental clearance by the FTC or other governmental authority, and the Review Deadline Period automatically shall be extended for [***automatically by [ * ] from the original expiration of the PoC Option Deadline Period (the “Review Period ExtensionPoC Option Deadline Extension Period”). If ) in the exercise event that: (a) the HSR (or similar foreign law) initial waiting period is still pending as of the Option does not comply with the requirements of Section 4.2 and this Section 4.10, including, for example, because it includes other conditions to the completion original date of the exercise expiration of the PoC Option other than the grant of HSR Deadline Period; or other governmental clearance, then the Parties shall negotiate in good faith to determine an appropriate way to proceed. If HSR or other governmental clearance is not granted within the Review Period Extension, or if GSK receives (b) a “Second Request” to which Medicis intends to respond is received from the FTC (or similar request for additional information from a governmental authority equivalent foreign authority) in connection with such filing, the Review Period Extension shall be extended for an additional period of time as reasonably needed (which additional period is not expected to exceed an additional [***] unless reasonably required to obtain clearance) to permit GSK to obtain FTC or other governmental clearance or to respond to the Second Request or provide additional information to the governmental authority. If GSK elects not to respond to the Second Request or to withdraw its request for HSR or other governmental clearance or HSR, the Option shall terminate, filing and TELETHON-HSR shall have the same rights as are set forth in Section 4.2(d) in respect of the Vectors resulting from the applicable Collaboration Program. If HSR or other governmental clearance has not been granted by the end as of the extended Review Period ExtensionPoC Option Deadline Period. Each Party agrees to cooperate at the request of the Party that decides in its sole discretion to respond to any such request for Information to expedite review of such transaction. In the event that HSR (or similar foreign law) clearance has still not been granted as of the expiration of the PoC Option Deadline Extension Period, TELETHON-HSR (x) Anacor and GSK Medicis shall promptly meet to discuss negotiate in good faith whether an additional extension of the Review PoC Option Deadline Extension Period is required and (y) Medicis shall provide Anacor with copies of all written correspondence from the FTC (or equivalent foreign authority) within Medicis’s custody or control that relates to such HSR (or similar foreign law) clearance. In such event, such extension of the PoC Option Deadline Extension Period shall only be effective with the mutual written approval of the Parties, not to be withheld by Anacor unless Anacor can demonstrate a credible basis to believe, based on documented correspondence from the FTC (or equivalent foreign authority) that such HSR (or similar foreign law) clearance is reasonable under unlikely to be forthcoming. In the circumstances, and to discuss and consider in good faith, where appropriateevent that HSR (or similar foreign law) clearance is not granted upon expiration of the PoC Option Deadline Extension Period, the renegotiation of their financial and other obligations under the Agreement with respect to the affected Program, with the objective of placing each Party, to the maximum extent possible, in the same economic position that each Party would have occupied if the Program in question had not been included in the Agreement from the beginning as of the Effective Date. Notwithstanding the foregoing, nothing in this paragraph or the Agreement shall require either Party to divest any assets in such Party’s ownership or Control as of the Effective Date. GSK PoC Option shall be solely responsible for all reasonable costs and expenses of either Party in connection with the grant of any exclusive license deemed to GSK hereunder (including all governmental filing or other fees, and any other costs and expenses) arising from pursuing or obtaining any HSR approvalhave expired unexercised.