Common use of Antitrust Notification Clause in Contracts

Antitrust Notification. (a) Unless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer, Seller and BPI shall, as promptly as practicable (but no later than ten (10) Business Days) after the Effective Date, file with the Federal Trade Commission and the Department of Justice the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall include any supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. The Parties shall (A) cooperate with one another and keep one another apprised of the status of any communications with, and any inquiries or requests for additional information from, the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity, (B) comply promptly with any such reasonable inquiry or request, (C) subject to applicable Legal Requirements, consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party, (D) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat, and (E) furnish the other Party (or, in respect of competitively sensitive materials, solely to the other Party’s outside counsel) with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall bear, and promptly satisfy, all costs and expenses associated with all filing fees and other charges for the filing under the HSR Act by all Parties. Nothing contained in this Agreement shall require any Party to disclose to the other Party or its outside counsel (1) documents filed pursuant to Item 4(c) and 4(d) of the Notification and Report Form under the HSR Act or communications regarding the same documents, (2) information submitted in response to any request for additional information, documents which reveal such Party’s negotiating objectives or strategies regarding the transactions contemplated hereunder (3) information relating to businesses and investments of Buyer or its Affiliates, (4) any information for which disclosure is prohibited by any Governmental Entity or (5) any information for which disclosure would waive applicable legal privilege. (b) From and after the date on which the filings are made pursuant to Section 6.8(a), the Parties shall use their respective reasonable best efforts to obtain any clearance required under the HSR Act for the purchase and sale of the Purchased Assets and the other transactions contemplated hereby, including replying at the earliest practicable date to any requests for information received from the Federal Trade Commission or the Department of Justice pursuant to the HSR Act and making any permitted request for early expiration or termination of the applicable waiting periods under the HSR Act as soon as possible. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or be construed to require, the Parties or any of their respective Affiliates to offer or agree to (a) (i) sell, hold, hold separate, divest, license, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (b) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. (a) Unless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer, Buyer and Seller and BPI shall, as promptly as practicable (but no later than ten (10) Business Days) after the Effective Date, Date as they shall mutually agree (i) file with the Federal Trade Commission FTC and the Department of Justice DOJ the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall include any supplemental information requested in connection therewith, pursuant to the HSR Act, and (ii) make such other filings as are necessary or advisable in other jurisdictions in order to comply with all applicable Legal Requirements relating to competition, merger control or antitrust and shall promptly provide any supplemental information requested by applicable Governmental Entities relating thereto. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR ActAct or such other applicable Legal Requirement. The Parties shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR ActAct or such other applicable Legal Requirement. The Parties shall (A) cooperate with one another and keep one another apprised of the status of any communications with, and any inquiries or requests for additional information from, the Federal Trade CommissionFTC, the Department of Justice DOJ or any other applicable Governmental Entity, (B) comply promptly with any such reasonable inquiry or request, (C) subject to applicable Legal Requirements, consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party, (D) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat, and (ED) with the exception of business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), furnish the other Party (or, in respect of competitively sensitive materials, solely to or the other Party’s outside counsel) counsel with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall bear, and promptly satisfy, all costs and expenses associated with pay all filing fees and other charges for the filing under the HSR Act by all both Parties. Nothing contained in this Agreement shall require any Party to disclose to the other Party or its outside counsel (1) documents filed pursuant to Item 4(c) and 4(d) of the Notification and Report Form under the HSR Act or communications regarding the same documents, (2) information submitted in response to any request for additional information, documents which reveal such Party’s negotiating objectives or strategies regarding the transactions contemplated hereunder (3) information relating to businesses and investments of Buyer or its Affiliates, (4) any information for which disclosure is prohibited by any Governmental Entity or (5) any information for which disclosure would waive applicable legal privilege. (b) From and after the date on which the filings are made pursuant to Section 6.8(a5.5(a), the Parties Buyer and Seller shall use their respective reasonable best efforts to obtain any clearance required under the HSR Act or such other applicable Legal Requirement for the purchase and sale of the Purchased Assets and the other transactions contemplated herebyhereby (any such clearance, an “Antitrust Approval”), including replying at the earliest practicable date to any requests for information received from the Federal Trade Commission FTC or the Department of Justice DOJ pursuant to the HSR Act and making any permitted request for early expiration or termination of the applicable waiting periods under the HSR Act as soon as possible. (c. For purposes of this Section 5.5(b) Notwithstanding and of Section 5.5(a), and notwithstanding the foregoing, nothing in this Agreement Buyer shall requirenot under any circumstances be required to agree to (i) any prohibition, limitation or be construed to require, any condition on the Parties ability of Buyer or any of their respective its Affiliates to offer acquire or agree to (a) (i) sell, hold, hold separateor exercise full rights of ownership or use of, divestthe Purchased Assets, licenseincluding the use of the Purchased Assets to obtain Priority Review of a product candidate of Buyer or any other benefit associated with the Purchased Assets, discontinue or limit, before or after the Closing Date, any assets, businesses, equity holdings, intellectual property, or other interests or (ii) any conditions relating to, requirement to dispose of or changes or restrictions in, the operations of hold separate any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) or (b) any material modification or waiver portion of the terms business or assets of Buyer or its Affiliates, in each case as a result of the purchase and conditions sale of the Purchased Assets or any of the other transactions contemplated by this Agreement.

Antitrust Notification. (a) Unless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyersubject to the limitations set forth in this Agreement (including in Section 5.3(b)), Buyer and Seller shall use reasonable best efforts to cause the prompt expiration or termination of any applicable waiting period and BPI shallto consummate the transactions contemplated hereunder, as promptly as practicable including within five (but no later than ten (105) Business Days) Days after the Effective Date, file filing with the Federal Trade Commission FTC and the Department of Justice DOJ the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall include including any supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. The Parties shall use reasonable best efforts to (Ai) cooperate with one another and keep one another apprised of promptly inform the status other Party of any communications with, and any inquiries or requests for additional information from, the Federal Trade CommissionFTC, the Department of Justice DOJ or any other applicable Governmental Entity, (Bii) comply promptly with any such reasonable inquiry or request, (C) subject allowing the other to applicable Legal Requirementsreview in advance of submission, consult and cooperate with each other considering in good faith the views of the other, in connection with any substantive responses, analyses, appearances, presentations, memoranda, briefs, arguments, arguments and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Partyproposals, (Diii) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat, and (Eiv) with the exception of business documents designated and deemed highly confidential or competitively sensitive by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), furnish the other Party (or, in respect of competitively sensitive materials, solely to or the other Party’s outside counsel) counsel with copies of all substantive correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder, provided that the Parties may as they deem advisable and necessary, redact as necessary to remove legally privileged content, valuation details or to comply with contractual arrangements. Buyer shall bear, and promptly satisfy, all costs and expenses associated with pay all filing fees and other charges for the filing under the HSR Act by all Parties. Nothing contained in this Agreement shall require any Party to disclose to the other Party or its outside counsel (1) documents filed pursuant to Item 4(c) and 4(d) of the Notification and Report Form under the HSR Act or communications regarding the same documents, (2) information submitted in response to any request for additional information, documents which reveal such Party’s negotiating objectives or strategies regarding the transactions contemplated hereunder (3) information relating to businesses and investments of Buyer or its Affiliates, (4) any information for which disclosure is prohibited by any Governmental Entity or (5) any information for which disclosure would waive applicable legal privilegeAct. (b) From and after the date on which the filings are made pursuant to Section 6.8(a5.3(a), the Parties Buyer and Seller shall use their respective reasonable best efforts to obtain any clearance required under the HSR Act for (the purchase and sale of the Purchased Assets and the other transactions contemplated hereby“Antitrust Approval”), including replying at the earliest practicable date to any requests for information received from the Federal Trade Commission FTC or the Department of Justice DOJ pursuant to the HSR Act and making any permitted request for early expiration or termination of the applicable waiting periods under the HSR Act as soon as possible. (c) Act. Notwithstanding the foregoing, in connection with and as a result of any Antitrust Approval granted during the Pre-Closing Period, nothing in this Agreement shall require, or be construed to require, the Parties or any of their respective Affiliates to offer or agree to (ai) (iA) sell, hold, hold separate, divest, license, discontinue discontinue, or limit, before or after the Closing Date, limit any assets, businesses, equity equity, holdings, intellectual property, or other interests or (iiB) any conditions relating to, or changes or restrictions in, the operations operation or use of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts Contracts or modify or terminate existing contracts) Contracts), including with respect to the Purchased Assets and use of the Priority Review Voucher to obtain Priority Review of a product candidate of Buyer or its Affiliates or any other benefit associated with the Purchased Assets or (bii) any material modification or waiver of the terms and conditions of this Agreement.

Antitrust Notification. (a) Unless this Agreement shall have been validly terminated in accordance with Section 7.1, Buyer, Buyer and Seller and BPI shall, as promptly as practicable within fifteen (but no later than ten (1015) Business Days) Days after the Effective Date, . file with the Federal Trade Commission FTC and the Department of Justice DOJ the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall include any supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. The Parties shall (Ai) cooperate with one another and keep one another apprised of promptly inform the status other Party of any communications with, and any inquiries or requests for additional information from, the Federal Trade CommissionFTC, the Department of Justice DOJ or any other applicable Governmental Entity, (Bii) comply promptly with any such reasonable inquiry or request, (C) subject to applicable Legal Requirements, consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party, (Diii) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless, to the extent reasonably practicable, unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat, and (Eiv) with the exception of business documents deemed highly confidential by the possessing Party (including documents submitted as attachments to the Party’s notification and report form under the HSR Act), furnish the other Party (or, in respect of competitively sensitive materials, solely to or the other Party’s outside counsel) counsel with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall bear, and promptly satisfy, all costs and expenses associated with pay all filing fees and other charges for the filing under the HSR Act by all Parties. Nothing contained in this Agreement shall require any Party to disclose to the other Party or its outside counsel (1) documents filed pursuant to Item 4(c) and 4(d) of the Notification and Report Form under the HSR Act or communications regarding the same documents, (2) information submitted in response to any request for additional information, documents which reveal such Party’s negotiating objectives or strategies regarding the transactions contemplated hereunder (3) information relating to businesses and investments of Buyer or its Affiliates, (4) any information for which disclosure is prohibited by any Governmental Entity or (5) any information for which disclosure would waive applicable legal privilegeAct. (b) From and after the date on which the filings are made pursuant to Section 6.8(a5.3(a), the Parties Buyer and Seller shall use their respective reasonable best efforts to obtain any clearance required under the HSR Act for (the purchase and sale of the Purchased Assets and the other transactions contemplated hereby“Antitrust Approval”), including replying at the earliest practicable date to any requests for information received from the Federal Trade Commission FTC or the Department of Justice DOJ pursuant to the HSR Act and making any permitted request for requesting early expiration or termination of the applicable waiting periods under the HSR Act as soon as possible. (c) . Notwithstanding the foregoing, in connection with and as a result of any Antitrust Approval granted during the Pre-Closing Period, nothing in this Agreement shall require, or be construed to require, the Parties Buyer or any of their its respective Affiliates to offer or agree to (a) (ii)(A) sell, hold, hold separate, divest, license, discontinue discontinue, or limit, before or after the Closing Date, limit any assets, businesses, equity equity, holdings, intellectual property, or other interests or (iiB) any conditions relating to, or changes or restrictions in, the operations operation or use of any such assets, businesses, equity holdings, intellectual property or interests (including but not limited to any requirements to enter into new contracts or modify or terminate existing contracts) ), including with respect to the Purchased Assets and use of the Priority Review Voucher to obtain Priority Review of a product candidate of Buyer or its Affiliates or any other benefit associated with the Purchased Assets or (bii) any material modification or waiver of the terms and conditions of this AgreementAgreement (any item set forth in clauses (i) or (ii), a “Burdensome Condition”).