Common use of Second Request Clause in Contracts

Second Request. (a) If the antitrust enforcement authorities in the U.S. make a second request under the HSR Act following a filing made under the HSR Act pursuant to Section 16.1.1, or any antitrust enforcement authority in another jurisdiction commences an investigation into the exercise by GSK of a GSK Program Option (each, a “Second Request”), and, if GSK in its sole discretion determines that it wishes to respond to such Second Request, then the Parties shall, in good faith, cooperate with each other and take reasonable actions to attempt to: (i) [***] (ii) [***] (iii) [***] during the time when GSK is responding to such Second Request (“Interim Period”); provided that OncoMed shall not continue Development of any such Candidate Selection Compound until [***] the date of exercise by GSK of the GSK Program Option pursuant to Section 4.1.2; and (iv) discuss the terms and conditions pursuant to which GSK may, at its sole discretion, provide financial assistance to OncoMed for the purpose of continuing the conduct of Clinical Trials for the applicable Candidate Selection Compound during the Interim Period. (b) To the extent legally permissible, the Parties will endeavor to implement pre-agreed (i) Development protocols pursuant to which OncoMed will continue to Develop any Candidate Selection Compound under Section 16.1.2(a)(iii), and (ii) the estimated reasonable costs and expenses, including without limitation Clinical Trial and/or manufacturing costs and expenses, for such Development. If GSK obtains HSR clearance with respect to such Candidate Selection Compound, subject to Section 16.1.4, [***].