Common use of HSR Filing Clause in Contracts

HSR Filing. (a) Legend and Novartis will, as [***] as practicable ([***]), prepare and file with the FTC and DOJ, the Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) required for the transactions contemplated hereby, together with all required documentary attachments thereto (the “HSR Filings”). Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the HSR Filings if they reasonably believe that such delay would result in obtaining any clearance required under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby more expeditiously. Each of Legend and Novartis will cooperate in the antitrust clearance process, including by furnishing to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and to furnish [***] with the FTC and DOJ any information reasonably requested by them in connection with such filings. Each Party will [***] associated with any HSR Filings or in connection with its obligations pursuant to this Section 15.2. (b) Legend and Novartis will each [***] obtain the expiration or termination of the HSR waiting period as it relates to this Agreement and the transactions contemplated hereby and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or DOJ and will comply [***] with any such inquiry or request. [***] will not include, and will not require, [***], (i) [***], (ii) [***], or (iii) [***]. (c) The Parties will [***] and [***] facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such [***] to (i) keep each other informed of communications, inquiries and requests from and to personnel of the FTC or DOJ, including by providing copies thereof to the other Party (subject to reasonable redactions for privilege or confidentiality concerns), and (ii) confer with each other regarding appropriate contacts with and response to such personnel of the FTC or DOJ and the content of any such contacts or presentations. Each of Legend and Novartis will consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC or DOJ with respect to any such filings, applications, investigation, or other inquiry and, to the extent permitted by the DOJ or FTC, give the other Party the opportunity to attend and participate in such meeting or discussion. Legend and Novartis will each give the other Party the opportunity to review in advance, and will [***] the other Party’s reasonable comments in connection with, the content of any presentations, white papers or other written materials to be submitted to the FTC or DOJ. Notwithstanding any of the preceding, the final determination as to the appropriate course of action shall be made by [***]. For clarity, the Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to the transactions contemplated under this Agreement.

HSR Filing. (a) Legend Ionis and Novartis will, as promptly as practicable (but no later than [***] as practicable ([***]after the Execution Date), prepare and file with the FTC and DOJ, the Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) required for the transactions contemplated hereby, together with all required documentary attachments thereto (the “HSR Filings”). Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the HSR Filings if they reasonably believe that such delay would result in obtaining any clearance required under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby more expeditiously. Each of Legend Ionis and Novartis will cooperate in the antitrust clearance process, including by furnishing to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and to furnish [***] promptly with the FTC and DOJ any information reasonably requested by them in connection with such filings. Each Party will [***] be responsible for its own fees, costs and expenses associated with any HSR Filings or in connection with its obligations pursuant to this Section 15.25.11.2 (HSR Filing). (b) Legend Ionis and Novartis will each [***] use commercially reasonable efforts to promptly obtain the expiration or termination of the HSR waiting period as it relates to this Agreement and the transactions contemplated hereby and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or DOJ and will comply [***] promptly with any such inquiry or request. [***] Commercially reasonable efforts as used in this Section 5.11.2 (HSR Filing) will not include, and will not require, [***]proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, (i) [***]the sale, divestiture, disposition, licensing or sublicensing of any of a Party’s or its Affiliates’ assets, properties or businesses, (ii) [***]behavioral limitations, conduct restrictions or commitments with respect to such assets, properties or business, or of any of the rights or obligations of a Party under this Agreement, or (iii) [***]defending through litigation any claim asserted in court by any Third Party that would restrain, prevent or delay the Effective Date. (c) The Parties will [***] instruct their respective counsel to cooperate with each other and [***] use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such [***] commercially reasonable efforts and cooperation include counsel’s undertaking to (i) keep each other informed of communications, inquiries and requests from and to personnel of the FTC or DOJ, including by providing copies thereof to the other Party (subject to reasonable redactions for privilege or confidentiality concerns), and (ii) confer with each other regarding appropriate contacts with and response to such personnel of the FTC or DOJ and the content of any such contacts or presentations. Each of Legend Ionis and Novartis will consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC or DOJ with respect to any such filings, applications, investigation, or other inquiry and, to the extent permitted by the DOJ or FTC, give the other Party the opportunity to attend and participate in such meeting or discussion. Legend ▇▇▇▇▇ and Novartis will each give the other Party the opportunity to review in advance, and will [***] consider in good faith the other Party’s reasonable comments in connection with, the content of any presentations, white papers or other written materials to be submitted to the FTC or DOJ. Notwithstanding any of the preceding, the final determination as to the appropriate course of action shall be made by [***]. For clarity, the Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to the transactions contemplated under this Agreement. (d) Prior to designating a Development Candidate, Novartis will determine whether HSR Filings or any other antitrust or merger control filings are required in connection with the grant of the Licensed Product License for such Development Candidate. If Novartis reasonably determines that an HSR Filing is required, Novartis shall notify Ionis thereof, and the Parties will comply with the provisions of this Section 5.11.2 (HSR Filing), which will apply mutatis mutandis with respect to such HSR Filing. If Novartis reasonably determines that any other antitrust or merger control filings or submissions are required in connection with the grant of such Licensed Product License, the Parties will cooperate to effect such filing or submission and use commercially reasonable efforts to cause such Licensed Product License to go into effect as expeditiously as possible. If HSR Filings or any other antitrust or merger control filings are required in connection with the grant of the Licensed Product License for a Development Candidate, the Licensed Product License for such Development Candidate will not be effective until the applicable waiting period (and any extensions thereof, including any timing agreement entered into with the FTC or the DOJ under the HSR Act) shall have expired or terminated.

HSR Filing. (a) Legend and Novartis will, as [***] as practicable ([***]), prepare and file with the FTC and DOJ, the Notification and Report Form for Certain Mergers and Acquisitions (as that term If in Purchaser's determination notice is defined in the HSR Act) required for the transactions contemplated hereby, together with all required documentary attachments thereto (the “HSR Filings”). Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the HSR Filings if they reasonably believe that such delay would result in obtaining any clearance or may be required under the HSR Act or any regulation issued pursuant to the HSR Act (together with the HSR Act and any applicable state antitrust laws, rules and regulations, the "HSR Rules"), as promptly as practicable following the date that the Approval Order becomes a Final Order, Purchaser and Sellers shall file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required pursuant to the HSR Rules for the consummation of this Agreement Acquisition and the other transactions contemplated hereby more expeditiouslyand any supplemental information requested in connection therewith pursuant to the HSR Rules. Each of Legend Purchaser and Novartis will cooperate in the antitrust clearance process, including by furnishing Sellers shall: (i) promptly furnish to each other’s counsel other such necessary information and reasonable assistance as the other may reasonably request in connection with its the preparation of any filing or submission that is necessary under the HSR Act and to furnish [***] with the FTC and DOJ any information reasonably requested by them in connection with such filings. Each Party will [***] associated with any HSR Filings or in connection with its obligations pursuant to this Section 15.2. Rules; (bii) Legend and Novartis will each [***] obtain the expiration or termination of the HSR waiting period as it relates to this Agreement and the transactions contemplated hereby and will keep promptly apprise each other apprised of the status of any communications communication with, and any inquiries or requests for additional information from, the FTC or DOJ and will DOJ; (iii) promptly comply [***] with any such inquiry or request; and (iv) promptly provide any supplemental information requested in connection with the filings made hereunder pursuant to the HSR Rules. [***] will not includeAny notification, report, supplemental information or other submission or information provided to any Governmental Authority in accordance with this Section 7.30 shall be in material compliance with the HSR Rules. (b) Sellers and will not require, [***], (i) [***], (ii) [***], or (iii) [***]Purchaser shall each bear and pay their own costs and expenses incurred in connection with their obligations under this Section 7.30. (c) The Parties will [***] Sellers and [***] facilitate Purchaser shall use their best and expedite the identification and resolution of commercially reasonable efforts to obtain any issues arising clearance required under the HSR Act at Rules to consummate the earliest practicable dates. Such [***] to (i) keep each other informed of communications, inquiries Acquisition and requests from and to personnel of the FTC or DOJ, including by providing copies thereof to the other Party (subject to reasonable redactions for privilege or confidentiality concerns), and (ii) confer with each other regarding appropriate contacts with and response to such personnel of the FTC or DOJ and the content of any such contacts or presentations. Each of Legend and Novartis will consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC or DOJ with respect to any such filings, applications, investigation, or other inquiry and, to the extent permitted by the DOJ or FTC, give the other Party the opportunity to attend and participate in such meeting or discussion. Legend and Novartis will each give the other Party the opportunity to review in advance, and will [***] the other Party’s reasonable comments in connection with, the content of any presentations, white papers or other written materials to be submitted to the FTC or DOJ. Notwithstanding any of the preceding, the final determination as to the appropriate course of action shall be made by [***]. For clarity, the Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to the transactions contemplated under by this Agreement.

HSR Filing. (a) Legend and Novartis willIf a filing is required pursuant to the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as [***] as practicable amended ([***]the "HSR Act"), prepare each Cerberus Party agrees to make, and file with the FTC and DOJto cause its Affiliates to make, the as applicable, an appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in pursuant to the HSR Act) required for Act with respect to the transactions contemplated hereby, together with all required documentary attachments thereto (by the “HSR Filings”). Notwithstanding Merger Agreement at the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the HSR Filings if they reasonably believe that such delay would result in obtaining any clearance required under the HSR Act for the consummation of time directed by DigitalGlobe or by this Agreement and the transactions contemplated hereby more expeditiously. Each of Legend and Novartis will cooperate in the antitrust clearance process, including by furnishing to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission acquisition pursuant to Section 1.1(a)(i), and to supply as promptly as practicable any additional information and documentary material that is necessary under may be requested pursuant to the HSR Act and use its reasonable best efforts to furnish [***] with the FTC and DOJ any information reasonably requested by them in connection with such filings. Each Party will [***] associated with any HSR Filings take, or in connection with its obligations pursuant cause to this Section 15.2. (b) Legend and Novartis will each [***] obtain be taken, all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR waiting period Act (including any extensions thereof) as it relates soon as practicable. (b) Subject to the terms and conditions of this Agreement Agreement, each of DigitalGlobe and the Cerberus Parties shall, and shall cause its Affiliates to use all reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Affiliates with respect to the Combination and the transactions contemplated by this Agreement, to obtain (and to cooperate with the other party to obtain) as promptly as practicable any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by any Cerberus Party or DigitalGlobe or any of their respective Affiliates in connection with the Combination and the transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval. (c) Subject to the terms and conditions of this Agreement, each of DigitalGlobe and the Cerberus Parties shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including using all reasonable efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and will keep each other apprised using all reasonable efforts to defend any litigation seeking to enjoin, prevent or delay the consummation of the status of any communications with, and any inquiries transactions contemplated hereby or requests for additional information from, the FTC or DOJ and will comply [***] with any such inquiry or request. [***] will not include, and will not require, [***], (i) [***], (ii) [***], or (iii) [***]seeking material damages. (cd) The Parties will [***] and [***] facilitate and expedite Each of the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such [***] parties hereto shall use its reasonable best efforts to (i) keep cooperate in all respects with each other informed of communicationsin connection with any filing with or submission to a Governmental Entity in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before, inquiries and requests from and or communications with, a Governmental Entity relating to personnel of the FTC or DOJtransactions contemplated hereby, including any governmental inquiry, investigation or proceeding initiated by providing copies thereof to the other Party (subject to reasonable redactions for privilege or confidentiality concerns)a private party, and (ii) confer with each keep the other regarding appropriate contacts with party informed in all material respects and response to on a reasonably timely basis of any communication received by such personnel party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the FTC Department of Justice, or DOJ any other Governmental Entity and the content of any such contacts communication received or presentationsgiven by a private party in connection with any governmental inquiry, investigation or proceeding, in each case regarding any of the transactions contemplated hereby. Each Subject to applicable Laws relating to the exchange of Legend information, DigitalGlobe shall have the right to direct all matters with any Governmental Entity consistent with its obligations hereunder; provided that each of the parties hereto shall have the right to review in advance, and Novartis will consult with the other Party, to the extent practicablepracticable each will consult the other on, in advance of participating all the information relating to the other parties and their respective Subsidiaries or Affiliates, as the case may be, that appears in any substantive meeting filing made with, or discussion written materials submitted to, any third party or any Governmental Entity in connection with the FTC any governmental inquiry, investigation or DOJ proceeding with respect to any such filingsthe transactions contemplated hereby. Subject to applicable Laws relating to the exchange of information, applications, investigation, or other inquiry and, each party shall have the right to attend (to the extent permitted by the DOJ relevant Governmental Authority) or FTC, give be promptly and fully informed following material conferences and meetings between the other Party the opportunity to attend party and participate in such meeting or discussion. Legend and Novartis will each give the other Party the opportunity to review in advance, and will [***] the other Party’s reasonable comments in connection with, the content of any presentations, white papers or other written materials to be submitted to the FTC or DOJ. Notwithstanding any of the preceding, the final determination as to the appropriate course of action shall be made by [***]. For clarity, the Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to regulators concerning the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, DigitalGlobe shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust, competition and other approvals of Governmental Authorities, and shall take the lead in all meetings and communications with any Governmental Entity in connection therewith. Notwithstanding the cooperation of the parties required by this Section 3.2, in the event the parties do not agree with respect to any matter in connection with the required clearances and approvals from Governmental Authorities, DigitalGlobe’s decision will control. DigitalGlobe and the Cerberus Parties may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this AgreementSection 3.2 as "Antitrust Counsel Only Material." Such Antitrust Counsel Only Material and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (a Cerberus Party or DigitalGlobe, as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 3.2, materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation, pricing and other competitively sensitive terms from an antitrust perspective in the Contracts of a Cerberus Party, DigitalGlobe and their respective Affiliates.

HSR Filing. (a) Legend Arvinas and Novartis will, as [***] promptly as practicable (but no later than [***]), prepare and file with the FTC and DOJ, the Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) required for the transactions contemplated hereby, together with all required documentary attachments thereto (the “HSR Filings”). Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the HSR Filings if they reasonably believe that such delay would result in obtaining any clearance required under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby more expeditiously. Each of Legend Arvinas and Novartis will cooperate in the antitrust clearance process, including by furnishing to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and to furnish [***] promptly with the FTC and DOJ any information reasonably requested by them in connection with such filings. Each Party will [***] be responsible for its own fees, costs and expenses associated with any HSR Filings or in connection with its obligations pursuant to this Section 15.2. . (b) Legend Arvinas and Novartis will each [***] use commercially reasonable efforts to promptly obtain the expiration or termination of the HSR waiting period as it relates to this Agreement and the transactions contemplated hereby and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or DOJ and will comply [***] promptly with any such inquiry or request. [***] As used in this Section 15.2, “commercially reasonable efforts” will not include, and will not require, [***]proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, (i) [***]the sale, divestiture, disposition, licensing or sublicensing of any of a Party’s or its Affiliates’ assets, properties or businesses, (ii) [***]behavioral limitations, conduct restrictions or commitments with respect to such assets, properties or business, or of any of the rights or obligations of a Party under this Agreement, or (iii) [***]defending through litigation any claim asserted in court by any Third Party that would restrain, prevent or delay the Effective Date. (c) The Parties will [***] and [***] facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such [***] to (i) keep each other informed of communications, inquiries and requests from and to personnel of the FTC or DOJ, including by providing copies thereof to the other Party (subject to reasonable redactions for privilege or confidentiality concerns), and (ii) confer with each other regarding appropriate contacts with and response to such personnel of the FTC or DOJ and the content of any such contacts or presentations. Each of Legend and Novartis will consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC or DOJ with respect to any such filings, applications, investigation, or other inquiry and, to the extent permitted by the DOJ or FTC, give the other Party the opportunity to attend and participate in such meeting or discussion. Legend and Novartis will each give the other Party the opportunity to review in advance, and will [***] the other Party’s reasonable comments in connection with, the content of any presentations, white papers or other written materials to be submitted to the FTC or DOJ. Notwithstanding any of the preceding, the final determination as to the appropriate course of action shall be made by [***]. For clarity, the Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to the transactions contemplated under this Agreement.

HSR Filing. (a) Legend Purchaser and Novartis willSellers acknowledge and confirm that each filed, as [***] as practicable on November 28, 2000 with the United States Federal Trade Commission ([***]the "FTC") and with the United States Department of Justice (the "DOJ"), prepare the notification and file with report forms required pursuant to the FTC and DOJ, the Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in provisions of the HSR ActAct or the rules promulgated thereunder (collectively the "Premerger Rules") required for the transactions contemplated hereby, together with and that Sellers have paid all required documentary attachments thereto fees associated therewith (the “"HSR Filings”Fees"). Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the HSR Filings if they reasonably believe that such delay would result provision in obtaining any clearance required under the HSR Act for the consummation of this Agreement and to the transactions contemplated hereby more expeditiouslycontrary, such HSR Fees shall be allocated among the parties as set forth in Section 18.03 hereof. Each of Legend the Sellers, Purchaser, and Novartis will cooperate in the antitrust clearance process, including by furnishing Securicor Georgia shall use its reasonable commercial efforts to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and to furnish [***] with complete the FTC and DOJ any information reasonably requested by them review process as expeditiously as possible. Nothing contained in connection with such filings. Each Party will [***] associated with any HSR Filings or in connection with its obligations pursuant to this Section 15.210.07 shall prejudice the right of Purchaser to rely on the condition in Section 15.03(c). (b) Legend and Novartis will each [***] obtain the expiration or termination Each of the HSR waiting period as it relates to this Agreement Sellers, Purchaser and Securicor Georgia shall promptly notify the transactions contemplated hereby and will keep each other apprised of the status parties of any communications withrequest by the FTC, and any inquiries the DOJ or requests other governmental agencies for additional information from, with respect to such filings. The party who receives such request shall promptly respond thereto and the FTC or DOJ and will comply [***] with other party shall reasonably cooperate in supplying any such inquiry or request. [***] will not include, and will not require, [***], (i) [***], (ii) [***], or (iii) [***]information required to enable the responding party to so comply. (c) The Parties will [***] All analyses, appearances, presentations, memoranda, briefs, arguments, opinions and [***] facilitate proposals made or submitted on behalf of either party hereto in connection with the proceedings under or relating to the Premerger Rules or any laws concerning antitrust or fair trade shall be subject to the joint approval or disapproval and expedite the identification joint control of Purchaser and resolution Sellers, acting on the advice of any issues arising under their respective counsel, it being the HSR Act at the earliest practicable dates. Such [***] to (i) keep each other informed of communications, inquiries and requests from and to personnel intent of the FTC foregoing that the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analysis, presentation, memorandum, brief, argument, opinion, or proposal. Nothing herein shall prevent either party or their respective Affiliates from independently making or submitting any such analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal in response to a subpoena or other legal process or as otherwise required by law or submitting factual information to the FTC, DOJ, including by providing copies thereof to the any other Party (subject to reasonable redactions for privilege governmental agency or confidentiality concerns), and (ii) confer with each other regarding appropriate contacts with and any court or administrative law judge in response to such personnel of the FTC requests therefor or DOJ and the content of any such contacts or presentations. Each of Legend and Novartis will consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC or DOJ with respect to any such filings, applications, investigation, or other inquiry and, to the extent permitted as otherwise required by the DOJ or FTC, give the other Party the opportunity to attend and participate in such meeting or discussion. Legend and Novartis will each give the other Party the opportunity to review in advance, and will [***] the other Party’s reasonable comments in connection with, the content of any presentations, white papers or other written materials to be submitted to the FTC or DOJ. Notwithstanding any of the preceding, the final determination as to the appropriate course of action shall be made by [***]. For clarity, the Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to the transactions contemplated under this Agreementlaw.

HSR Filing. (ai) Legend ▇▇▇▇▇▇▇▇▇▇▇ and Novartis will, as promptly as practicable (but no later than [***] as practicable ([***]after the Execution Date), prepare and file with the FTC and DOJ, the Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) required for the transactions contemplated hereby, together with all required documentary attachments thereto (the “HSR Filings”). Notwithstanding the foregoing, the Parties may, upon mutual agreement, delay the filing of any of the HSR Filings if they reasonably believe that such delay would result in obtaining any clearance required under the HSR Act for the consummation of this Agreement and the transactions contemplated hereby more expeditiously. Each of Legend Schrӧdinger and Novartis will cooperate in the antitrust clearance process, including by furnishing to each other’s counsel such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and to furnish [***] promptly with the FTC and DOJ any information reasonably requested by them in connection with such filings. Each Party will [***] be responsible for its own fees, costs and expenses associated with any HSR Filings or in connection with its obligations pursuant to this Section 15.213.1(a). (bii) Legend Schrӧdinger and Novartis will each [***] use commercially reasonable efforts to promptly obtain the expiration or termination of the HSR waiting period as it relates to this Agreement and the transactions contemplated hereby and will keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC or DOJ and will comply [***] promptly with any such inquiry or request. [***] As used in this Section 13.1(a), “commercially reasonable efforts” will not include, and will not require, [***]proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, (iA) [***]the sale, divestiture, disposition, licensing or sublicensing of any of a Party’s or its Affiliates’ assets, properties or businesses, (iiB) [***]behavioral limitations, conduct restrictions or commitments with respect to such assets, properties or business, or of any of the rights or obligations of a Party under this Agreement, or (iiiC) [***]defending through litigation any claim asserted in court by any Third Party that would restrain, prevent or delay the Effective Date. (ciii) The Parties will [***] instruct their respective counsel to cooperate with each other and [***] use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act at the earliest practicable dates. Such [***] commercially reasonable efforts and cooperation shall include counsel’s undertaking to (iA) keep each other informed of communications, inquiries and requests from and to personnel of the FTC or DOJ, including by providing copies thereof to the other Party (subject to reasonable redactions for privilege or confidentiality concerns), and (iiB) confer with each other regarding appropriate contacts with and response to such personnel of the FTC or DOJ and the content of any such contacts or presentations. Each of Legend Schrӧdinger and Novartis will consult with the other Party, to the extent practicable, in advance of participating in any substantive meeting or discussion with the FTC or DOJ with respect to any such filings, applications, investigation, or other inquiry and, to the extent permitted by the DOJ or FTC, give the other Party the opportunity to attend and participate in such meeting or discussion. Legend and Novartis Each Party will each give provide the other Party the opportunity to review in advance, and will [***] consider in good faith the other Party’s reasonable comments in connection with, the content of any presentations, white papers or other written materials to be submitted to the FTC or DOJ. Notwithstanding any of the precedingforegoing, the final determination as to the appropriate course of action shall be made by [***]Novartis. For clarity, the Parties’ rights and obligations hereunder apply only in so far as they relate to this Agreement and to the transactions contemplated under this Agreement.