Common use of Efforts to Consummate; Certain Governmental Matters Clause in Contracts

Efforts to Consummate; Certain Governmental Matters. Upon the terms and subject to the conditions herein provided, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party hereto, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE or CANFITE in connection with the grant of the license to the Licensed Compounds and Licensed Products to EYEFITE or the taking of any action contemplated by this Agreement. Without limiting the generality of the undertakings pursuant to this Section 11.1, each of EYEFITE and CANFITE agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license of the Licensed Compounds and Licensed Products and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will keep the other parties reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade.

Efforts to Consummate; Certain Governmental Matters. Upon (a) Seller, on the terms one hand, and subject Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, use their respective Reasonable Best Efforts to the conditions herein provided, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions obtain and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws cooperate in connection with approvals of or filings with obtaining any Governmental Authority)Authorizations, (ii) to satisfy the conditions precedent to the obligations of such party hereto, Regulatory Approvals and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Non-Governmental Authority or other Person Consents required to be obtained or made by EYEFITE or CANFITE in connection with the grant execution, delivery or performance of the license to the Licensed Compounds and Licensed Products to EYEFITE this Agreement or the taking of any action contemplated by this Ancillary Agreement. Without limiting Notwithstanding the generality of the undertakings pursuant to this Section 11.1foregoing, each of EYEFITE Buyer and CANFITE agree to provide Seller shall make the filings required of it or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement any of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of its Affiliates under the license of the Licensed Compounds and Licensed Products and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will keep the other parties reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority HSR Act in connection with this Agreement and the transactions contemplated hereby as soon as practicable, but in any event no later than seven (7) Business Days after the date hereof and request early termination of the waiting period, and shall make the filings required of it or any of its Affiliates under any other Competition Law as promptly as reasonably practicable. All filing fees payable to any Governmental Entity in connection with such filings and notifications shall be paid by Buyer. The parties hereby agree to diligently pursue termination of the waiting periods under the HSR Act or any other Competition Law (including promptly responding to any requests for additional information). Each party shall use its Reasonable Best Efforts to cooperate with the other party in such other party’s efforts to obtain any Non-Governmental Consents as are required in connection with the consummation of the transactions contemplated hereby. For purposes Notwithstanding anything to the contrary herein, neither Buyer nor Seller nor any of this Section 11.1their respective Affiliates shall have any obligation to propose, “Competition Laws” shall mean statutesnegotiate, rulescommit to or effect, regulationsby consent decree, ordershold separate order or otherwise, decreesthe sale, administrative and judicial doctrines and other Laws divestiture or disposition of any jurisdiction assets or businesses (or otherwise take or commit to take any action that are designed limits the freedom of action with respect to, or intended its ability to prohibitretain, restrict any businesses, product lines, or regulate actions that may have assets) in order to obtain any clearance under the purpose HSR Act or any other Competition Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Litigation (or threatened to be instituted), and neither Buyer nor Seller nor any of creating a monopoly, lessening competition or restraining tradetheir respective Affiliates shall be obligated to litigate any of the foregoing matters.

Efforts to Consummate; Certain Governmental Matters. Upon (a) The Company, on the terms one hand, and subject to Buyer, on the conditions herein providedother hand, each of the Parties agrees to shall, and shall cause their respective Subsidiaries to, use its their respective commercially reasonable best efforts to take, or cause to be taken, all actions obtain and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate cooperate in obtaining any Regulatory Approvals and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information Non-Governmental Consents required by applicable Laws in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party hereto, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE or CANFITE in connection with the grant execution, delivery or performance of this Agreement or any Ancillary Agreement. In connection with and without limiting the foregoing, Buyer, Merger Sub and the Company shall as promptly as reasonably practicable, but in no event later than ten (10) Business Days after the date hereof, duly file with the United States Federal Trade Commission and the Antitrust Division of the license Department of Justice the notification and report form required under the HSR Act with respect to the Licensed Compounds and Licensed Products to EYEFITE or the taking of any action contemplated by this Agreement. Without limiting the generality of the undertakings pursuant to this Section 11.1, each of EYEFITE and CANFITE agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license of the Licensed Compounds and Licensed Products and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protectionsSection 6.2(b), each the parties hereby agree to diligently pursue termination of the parties hereto will furnish waiting periods under the HSR Act or any other Competition/Investment Law (including promptly responding to any requests for additional information). Each party shall use its reasonable best efforts to cooperate with the other parties such necessary information and reasonable assistance as party in such other parties may reasonably request party’s efforts to obtain any Non-Governmental Consents as are required in connection with the foregoing and will keep the other parties reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and consummation of the transactions contemplated hereby. For purposes Each of Buyer, Merger Sub and the Company agree to take commercially reasonable steps to avoid or eliminate each and every impediment under the HSR Act or any other Competition/Investment Law that is asserted by any Governmental Entity with respect to the Merger so as to enable the Merger to occur as expeditiously as possible, including: (i) the prompt preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Section 11.1Agreement and the taking of such commercially reasonable actions as are necessary to obtain any requisite approvals, “Competition Laws” shall mean statutes, rules, regulationsconsents, orders, decreesexemptions or waivers by any Governmental Entity or any other Person, administrative including filings pursuant to the HSR Act and judicial doctrines any actions necessary to cause the expiration of the notice periods under the HSR Act and (ii) using commercially reasonable efforts to cause the satisfaction of all conditions to the Closing (other Laws than conditions as to the performance by the other Parties of their obligations) (provided, that the Company shall not be obligated to take any such action unless the taking of such action is expressly conditioned upon the consummation of the Merger and the other transactions contemplated in this Agreement), in each case, as may be required in order to obtain any clearance under the HSR Act or any other Competition/Investment Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Litigation, which would otherwise have the effect of preventing or delaying the consummation of the Merger. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require Buyer or any of its Affiliates to, and the Company and its Subsidiaries shall not, agree to, any sale, divestiture, license or other disposition of any jurisdiction that are designed products, assets or intended property of the Company and its Subsidiaries if such actions reasonably would be expected (i) to prohibitmaterially and adversely affect the benefits expected to be derived by Buyer and its Affiliates from the transactions contemplated by this Agreement or (ii) be material to the Company and its Subsidiaries, restrict taken as a whole. Further, notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates shall be required to agree to any sale, divestiture, license or regulate actions that may have the purpose other disposition whatsoever of any products, assets or effect property of creating a monopoly, lessening competition Buyer or restraining tradeany of its Affiliates.

Efforts to Consummate; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including Section 2.2), each of the Parties parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws Law in connection with approvals of or filings with any Governmental AuthorityAuthority that are required to be made in connection with such transactions), (ii) to satisfy the conditions precedent to the obligations of such party hereto, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE Purchaser or CANFITE Seller or any of its Divesting Affiliates in connection with the grant sale or purchase of the Purchased Assets, the license to of the Licensed Compounds and Licensed Products to EYEFITE Intellectual Property or the taking of any action contemplated by this Agreement; provided, however, that none of Seller, Purchaser or any of their respective Affiliates shall be required to pay money to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party. Without limiting Notwithstanding the generality foregoing or any other provision of this Agreement, in no event shall Purchaser, Seller or any of their respective Affiliates be required to (i) comply with any request for additional information or documentary material from a Governmental Authority (other than requests made by the Department of Justice or Federal Trade Commission during the first 30 days after the parties’ HSR Act filings are made that do not impose significant compliance burdens), (ii) propose, negotiate, offer to commit or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of Purchaser and its Affiliates (including the Purchased Assets) or Seller and its Affiliates, or otherwise offer to take or offer to commit to take any action that limits the freedom of action of Purchaser or Seller or their respective Affiliates with respect to, or their ability to retain, any of their businesses, services or assets or (iii) commence any action or proceeding seeking to contest or resist any of the undertakings pursuant to this Section 11.1, each of EYEFITE and CANFITE agree to provide or cause to foregoing requirements that may be provided promptly to each sought by any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license of the Licensed Compounds and Licensed Products and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protectionsthe foregoing, each of the parties hereto will furnish Purchaser shall be responsible for any cost associated with obtaining any consent from Mylan that is required in order to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will keep the other parties reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and consummate the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended including Mylan’s consent to prohibit, restrict or regulate actions that may have terminate the purpose or effect of creating a monopoly, lessening competition or restraining tradeJxxxxxx License Agreement.

Efforts to Consummate; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedherein, each of the Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements Governmental Orders that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws Law in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party heretoParty, and (iii) to obtain any consent, clearance, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE or CANFITE any Party in connection with the grant acquisition of the license to Purchased Assets, the Licensed Compounds and Licensed Products to EYEFITE assumption of Assumed Liabilities or the taking of any other action contemplated by this Agreement, (iv) to prevent any Governmental Order or any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and (v) to effect all registrations, filings and transfers (to the extent transferable) of Governmental Authorizations necessary for the operation of the Business. Without limiting any of the Parties’ obligations hereunder, prior to the Closing Date, Purchaser and Sellers shall mutually determine and direct the strategy by which the Parties will seek such required consents, clearance, authorizations, orders, approvals or exemptions, and on or after the Closing Date, Purchaser shall determine and direct the strategy by which the Parties will seek such required consents, clearance, authorizations, orders, approvals or exemptions, provided that prior to making any strategic decisions, Purchaser shall consult with Sellers. Without limiting the generality of the undertakings pursuant to this Section 11.17.3(a), each of EYEFITE Sellers and CANFITE Purchaser agree to provide or cause to be provided promptly to each Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) all information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license acquisition of the Licensed Compounds and Licensed Products Purchased Assets, the assumption of Assumed Liabilities and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the parties hereto will furnish Notwithstanding anything in this Section 7.3 to the contrary, Purchaser shall not be required to (A) consent to the divestiture, license or other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with disposition or holding separate (through the foregoing and will keep establishment of a trust or otherwise) of any of its or its Affiliates’ assets after the other parties reasonably informed with respect Closing, or (B) consent to any consent, authorization, order other structural or approval of, conduct remedy or exemption by, sought from enter into any Governmental Authority in connection with this Agreement and settlement or agreement to any Order regarding antitrust matters respecting the transactions contemplated hereby. For purposes of by this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining tradeAgreement.

Efforts to Consummate; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein provided, each of the Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws Law in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party heretoParty, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other Person required to be obtained or made by EYEFITE Purchaser, Seller or CANFITE any Divesting Entity in connection with the grant acquisition of the license to Purchased Assets, the Licensed Compounds and Licensed Products to EYEFITE assumption of Assumed Liabilities or the taking of any other action contemplated by this Agreement, (iv) to prevent any Governmental Order or any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and (v) to effect all registrations, filings and transfers (to the extent transferable) of Governmental Authorizations necessary for the operation of the Business in a manner consistent with the operation of the Business during the one year period immediately prior to the Closing. Without limiting the generality of the undertakings pursuant to this Section 11.17.3(a), each of EYEFITE Seller and CANFITE Purchaser agree to provide or cause to be provided promptly to each Governmental Authority in the Territory with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license acquisition of the Licensed Compounds and Licensed Products Purchased Assets, the assumption of Assumed Liabilities and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protectionsWithout limiting the generality of the foregoing, within three (3) Business Days after the execution of this Agreement, each of the parties hereto Parties will furnish file any Notification and Report Forms and related material required to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection be filed with the foregoing Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and will keep use commercially reasonable efforts to obtain an early termination of the other parties reasonably informed with respect to applicable waiting period, and promptly will make any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions further filings pursuant thereto that may have the purpose be necessary, proper or effect of creating a monopoly, lessening competition or restraining tradeadvisable.

Efforts to Consummate; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including Section 2.2), each of the Parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include furnishing all information required by applicable Laws Law in connection with approvals of or filings with any Governmental AuthorityAuthority in the Territory), (ii) to satisfy the conditions precedent to the obligations of such party heretoParty, and (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority in the Territory or other Person required to be obtained or made by EYEFITE either of the Purchasers, Seller or CANFITE any Divesting Entity in connection with the grant acquisition of the license to Purchased Assets, the Licensed Compounds and Licensed Products to EYEFITE assumption of Assumed Liabilities or the taking of any other action contemplated by this Agreement, (iv) to prevent any Governmental Order or any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and (v) to effect all registrations, filings and transfers (to the extent transferable) of Governmental Authorizations necessary for the operation of the Business. Without limiting any of the Parties' obligations hereunder, Purchasers shall determine and direct the strategy by which the Parties will seek such required consents, authorizations, orders, approvals or exemptions, provided that prior to taking any strategic decisions Purchasers shall consult with Seller. Without limiting the generality of the undertakings pursuant to this Section 11.17.3(a), each of EYEFITE Seller and CANFITE Purchasers agree to provide or cause to be provided promptly to each Governmental Authority in the Territory with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Antitrust Authority”) information and documents requested by such Governmental Antitrust Authority or necessary, proper or advisable to permit consummation of the license acquisition of the Licensed Compounds and Licensed Products Purchased Assets in the Territory, the assumption of Assumed Liabilities and the other transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of the parties hereto will furnish to the other parties such necessary information and reasonable assistance as such other parties may reasonably request in connection with the foregoing and will keep the other parties reasonably informed with respect to any consent, authorization, order or approval of, or exemption by, sought from any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 11.1, “Competition Laws” shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws of any jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trade.