Common use of HSR Filing Clause in Contracts

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Party.

HSR Filing. Each Party (or its “ultimate parent entity” To the extent necessary, each of IMPAX and WCH shall file as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days soon as practicable after the Execution Date (or such later time as may be agreed to in writing date this Agreement was signed by each of the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“the "FTC”") and the Antitrust Division of the United States Department of Justice (the “"Antitrust Division”), any HSR Filing ") the notification and report form (the "Report") required of it under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act Act") with respect to the transactions as contemplated hereby. The Parties hereby and shall reasonably cooperate with each the other Party to the extent reasonably necessary to assist the other Party in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing its Report and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of to proceed to obtain necessary approvals under the HSR FilingAct, each Party shall use its commercially reasonable efforts including but not limited to comply with such requestthe expiration or earlier termination of any and all applicable waiting periods required by the HSR Act. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use bear its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authorityown expenses, as applicableincluding, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoingwithout limitation, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Lawlegal fees, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, incurred in connection with preparing any submission such filings. If a Report is filed by the Parties under the HSR Act, then the Effective Date shall be the date upon which the necessary approvals have been obtained under the HSR Act or presentation that the notice and waiting period under the HSR Act has expired or been terminated. If the Parties determine that no Report is required to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Lawfiled under the HSR Act, the Parties will permit authorized representatives of Effective Date shall be the other Party date first written above. In the event that a Report is required to be present at any meetingfiled under the HSR Act, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party tomay, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Effective Date, the Parties may each terminate this Agreement upon by written notice to the other Party, if, within one hundred twenty (120) days after this Agreement is signed by each of the Parties, approval of the transactions contemplated by this Agreement under the HSR Act has not been obtained or the notice and waiting period, as may be extended by the FTC, under the HSR Act has not expired without adverse action regarding this Agreement or the transactions contemplated hereby. If this Agreement is terminated pursuant to this Section 14.10, then, notwithstanding any provision in this Agreement to the contrary, neither Party shall have any further obligation to the other Party with respect to the subject matter of this Agreement except for the obligations set forth in Article X hereof, which obligations shall survive any termination of this Agreement.

HSR Filing. Each Party (The Parties shall each as promptly as practicable after the Signing Date of this Agreement, file or its “ultimate parent entity” as that term is defined cause to be filed with the U.S. Federal Trade Commission and the U.S. Department of Justice and any relevant foreign governmental authority any notifications required to be filed under the HSR Act and its implementing regulations) shall, within any applicable foreign equivalent thereof with respect to the transactions contemplated hereby; provided that the Parties shall each file the notifications required to be filed under the HSR Act no later than ten (10) business days after the Execution Signing Date of this Agreement and shall each file the notifications required to be filed by any applicable foreign equivalent no later than fifteen (or 15) business days after the Signing Date of this Agreement. Each Party shall be responsible for its own costs in connection with such later time as may filing, except that BMS shall be agreed solely responsible for the applicable filing fees. The Parties shall use commercially reasonable efforts to in writing respond promptly to any requests for additional information made by the Parties)either of such agencies, file, on an expedited basis (meaning, with a request for early termination of and to cause the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it periods under the HSR Act with respect and any applicable foreign equivalent thereof to terminate or expire at the transactions contemplated herebyearliest possible date after the date of filing. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use ensure that its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance representations and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained warranties set forth in this Agreement shall require or obligate either Party toremain true and correct at and as of the Effective Date as if such representations and warranties were made at and as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, and either Party this Agreement shall not without become effective (with the prior written consent exception of Articles 1 and 17) until such time as (a) the Parties shall have complied with all applicable requirements of the other Party: HSR Act; (ib) agree the waiting period under the HSR Act shall have expired or otherwise become subject to earlier been terminated; (c) no judicial or administrative proceeding opposing consummation of all or any restrictionspart of this Agreement shall be pending; (d) no injunction (whether temporary, conditions, limitations, licensing requirements, preliminary or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation permanent) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall be in effect; and (e) no requirements or conditions shall have been formally requested or imposed by the Federal Trade Commission and the Department of Justice in connection therewith which are not reasonably and mutually satisfactory to the Parties (collectively, the “HSR Conditions”) and shall become effective automatically on the first date when all HSR Conditions are met. Such date shall be referred to as the “Effective Date”. For clarity, achieving the HSR Conditions shall be the sole condition precedent to this entire Agreement as part coming into effect. In the event that the HSR Conditions are not met within three (3) months of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Signing Date, the Parties either Party may each terminate this Agreement upon written notice to the other PartyAgreement. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

HSR Filing. Each Party (or its “ultimate parent entity” as If ELAN determines in good faith that term is defined under the an HSR Act and its implementing regulations) filing is required with respect to this Agreement, each Party shall, within ten (10) business [***] days after the Execution Date execution date of this Agreement (or such later time as may be agreed to the Parties mutually agree in writing by the Partieswriting), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (in the “Division”), U.S. and any HSR Filing Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 124 appropriate governmental authorities outside the U.S. any filing required of it a licensor and licensee under the HSR Act Act, in connection with respect to the transactions contemplated hereby. In such event, this Agreement shall not take effect unless and until it has been approved by all appropriate governmental authorities, or the period for review by such authorities has lapsed without comment. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such filing. ARCHEMIX shall be responsible for paying any fees required to be paid to governmental authorities in connection with its filings as a licensor, ELAN shall be responsible for paying any fees associated with its filings as a licensee and each Party shall bear its own expenses, including but not limited to legal fees associated with preparing any such filing. Neither Party shall be required in connection with any filing under the HSR FilingAct to resort to or respond to litigation, agree to hold separate or divest any business or assets or otherwise materially change its business if doing so is a condition of approvals of the transaction contemplated hereby. As promptly as is practicable after Confidential Information, indicated by [***] has CONFIDENTIAL Portions of this Exhibit were omitted and have been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review Secretary of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating Commission pursuant to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods Company’s application requesting confidential treatment under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation Rule 406 of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the AgreementSecurities Act. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Party.125

HSR Filing. Each Party (Subject to the terms hereof, the Company and the Purchaser agree to cooperate and to use their respective reasonable best efforts to obtain any government clearances or its “ultimate parent entity” as that term is defined approvals, or expirations or terminations of waiting periods, required for the consummation of the Transactions under the HSR Act Act, the Xxxxxxx Antitrust Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law or, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), and to respond to any government requests for information under any Antitrust Law. The parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. The Purchaser, in consultation with the Company, shall be entitled to direct any proceedings or negotiations with any governmental entity relating to any of the foregoing, provided that it shall afford the Company and its implementing regulations) counsel a reasonable opportunity to participate therein. Except as prohibited by applicable law, each party shall keep the other party and/or its counsel informed of any substantive communication received by such party from, or given by such party to any governmental entity, in each case regarding any of the transactions contemplated hereby; and permit the other party and/or its counsel to review any substantive communication given by it to, and consult with each other in advance of any meeting or conference with any such governmental entity. Without limiting the generality of the foregoing, each of the Company and Purchaser shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Partiesparties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act), together with all required documentary attachments thereto (an “DivisionHSR Filing”), any HSR Filing required of it under the HSR Act in the reasonable opinion of either party with respect to the transactions contemplated herebyhereby and the Collaboration Agreement. The Parties parties shall cooperate with each other one another to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly Each party shall be responsible for its own costs, expenses, and filing fees associated with any HSR Filing; provided, however, that Purchaser shall be solely responsible for any fees (other than penalties that may be incurred as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with a result of actions or omissions on the Securities Exchange Commission receiving part of the Company) required to be paid to any request from any appropriate Governmental Authority for information, documents, or other materials governmental agency in connection with making any such HSR filing for acquisitions by Purchaser hereunder. In the review event the United States Federal Trade Commission or the United States Department of Justice seeks a preliminary injunction under the HSR Filing, each Party shall use its commercially reasonable efforts Act against the Company and Purchaser to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or enjoin the transactions contemplated by this Agreement, Purchaser shall have the Agreementfirst right, but not the obligation, to defend against such preliminary injunction, at Purchaser’s cost and expense, in consultation with the Company. Except as may be prohibited by any Governmental Authority If Purchaser has not obtained a discontinuance of such injunction within sixty (60) days of submitting the HSR Filing or by any Applicable Lawif Purchaser does not to pursue such discontinuance, the Parties will consult Company shall have the right, but not the obligation, to take over such defense, at the Company’s cost and cooperate with one another, and will consider in good faith the views of one anotherexpense, in connection consultation with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyPurchaser.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) The Company and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties Purchaser shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its their commercially reasonable efforts to comply make, as soon as reasonably practical after the date hereof but no later than December 29, 2014, all necessary filings and submissions that may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) to cause a Series D-1 Triggering Event (as defined in the Restated Certificate) to occur with such requestrespect to the shares of Series D-1 Preferred Stock owned by the Purchaser. Each Party shall each cooperate reasonably with of the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party parties hereto agrees to use its commercially reasonable efforts to secure termination furnish or expiration cause to be furnished, as promptly as practicable, all information and documents requested with respect to the HSR Act and shall otherwise cooperate with the applicable governmental body in order to comply with the HSR Act and cause a Series D-1 Triggering Event to occur in as expeditious a manner as possible. Each of the parties hereto shall consult, and share drafts of any waiting periods under any Applicable Laws and/or filings or communications, a reasonable period of time in advance with respect to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the comments and views of one anotherthe other party in connection with any filing, communication, defense, litigation, negotiation or strategy and any final decisions with respect thereto in each case relating to the HSR Act or any antitrust or unfair competition law regarding any of the transactions contemplated hereby, to the extent reasonably practicable and to the extent permitted by applicable law, and shall give the other party and its Representatives a reasonable advance opportunity to attend and participate in any in-person or telephonic meeting or conference with any governmental authority or, in connection with preparing any submission litigation by a private party, relating to the HSR Act or presentation any antitrust or unfair competition law regarding any of the transactions contemplated hereby, and shall provide concurrent copies to the other party of any Governmental Authority material written communications or filings with respect thereto. Each of the parties hereto shall use commercially reasonable efforts to resolve such objections, if any, as any governmental body may assert with respect to this Agreement and the transactions contemplated hereby (including, without limitation, with respect to the Purchaser’s acquisition of additional voting securities of the Company) in connection with the HSR Act or any antitrust or unfair competition law in order to cause a Series D-1 Triggering Event to occur with respect to the shares of Series D-1 Preferred Stock held by the Purchaser. In the event that a suit is instituted by a person or governmental body challenging this Agreement and the transactions contemplated hereby as violative of the HSR Act or any antitrust or unfair competition law, each of the parties shall use commercially reasonable efforts to resist or resolve such suit. Each party shall, upon request by any other party, furnish the other parties with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may reasonably be necessary or advisable in connection with any such inquiry. Except as may be prohibited statement, filing, ruling request, notice or application made by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives on behalf of the other Party parties or any of their respective subsidiaries to be present at any meeting, telephone call third party and/or any governmental body with respect to the HSR Act or conference with such Government Authority in connection with any such inquiryantitrust or unfair competition law. Notwithstanding anything in this Section 7 or this Agreement to the foregoingcontrary, nothing contained in this Section 7 or this Agreement shall require require, or obligate either Party be deemed to require, the Company or the Purchaser (a) to propose, negotiate, offer to, and either Party shall not without the prior written consent commit to or effect any sale, divestiture, or disposition of the other Party: assets or businesses, or licenses or (ib) to agree to hold separate any assets or otherwise become subject agree to any restrictions, conditions, limitations, licensing requirements, similar arrangements or other understandings required to commit to restrict the dominion or requested by the FTC control of its business or the Division to conduct its business in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyspecified manner.

HSR Filing. (a) Each Party of Buyer and Sellers shall: (i) as promptly as practicable, but in no event later than fifteen (15) Business Days from the date hereof, take all actions necessary to file or cause to be filed any filings required of it or any of its “ultimate parent entity” as that term is defined Affiliates under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to other applicable Antitrust Law in writing by the Parties), file, on an expedited basis (meaning, connection with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) this Agreement and the Antitrust Division of transactions contemplated hereby, including the United States Department of Justice (the “Division”), any HSR Filing Notification and Report Forms required of it under pursuant to the HSR Act with respect to the transactions contemplated hereby (it being agreed that the Buyer and Sellers shall request early termination in connection therewith); (ii) use commercially reasonable efforts to obtain the required consents from the applicable Governmental Bodies; and (iii) at the earliest practicable date, comply with any formal or informal written request for additional information or documentary material received by it or any of its Affiliates from any Governmental Body. Each of Buyer and Sellers will (A) subject to applicable Law, promptly notify the other party of any substantive written communication made to or received by Buyer or Sellers, as the case may be, from any Governmental Body regarding any of the transactions contemplated hereby. The Parties shall cooperate , (B) subject to applicable Law, permit the other party to review in advance any proposed substantive written communication to any such Governmental Body and incorporate the other party’s reasonable comments thereto, (C) not agree to participate in any substantive meeting or discussion with each other any such Governmental Body in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Informationpracticable, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably it consults with the other party in connection with resolving any inquiry or investigation by any Governmental Authority relating advance and, to the HSR Filing. Each Party agrees extent permitted by such Governmental Body, gives the other party the opportunity to use attend, and furnish the other party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Body or its commercially reasonable efforts staff on the other hand, in each case with respect to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for this Agreement and the transactions contemplated hereby. In furtherance Actions under (A), (B) and not in limitation (C) of this Section may be limited to an outside counsel only basis to the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated extent reasonably deemed necessary by the Agreementparties. Except as may All filing fees under the HSR Act shall be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested borne by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyBuyer.

HSR Filing. Each Party (or its “ultimate parent entity” a) As promptly as that term is defined under reasonably possible following the HSR Act and its implementing regulations) shallexecution of this Agreement, within ten (10) business days after the Execution Date (or but in no event later than 10 Business Days following such later time date, NGPMR shall make such filings as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976 ("HSR Act Act") with respect to the transactions contemplated hereby. The Parties by this Agreement and, in making such filings, NGPMR shall cooperate with each other to request early termination of the extent reasonably necessary waiting period specified in the preparation of any such HSR FilingAct. As Thereafter, NGPMR shall file as promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, possible all reports or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings documents required or requested by the FTC U.S. Federal Trade Commission ("FTC") or the Division in connection U.S. Department of Justice ("DOJ") pursuant to the FTC’s HSR Act or Division’s investigation otherwise including requests for additional information concerning such transactions. Without limiting the foregoing, NGPMR and MWE Liberty shall use commercially reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Authority under the HSR Act preventing the consummation of the transactions contemplated by this Agreement. NGPMR and MWE Liberty shall cause their respective counsel to furnish the Agreement other party such necessary information and reasonable assistance as part the other may reasonably request in connection with NGPMR's preparation of necessary filings or submissions under the provisions of the HSR process; Act. NGPMR shall cause its counsel to supply to MWE Liberty copies of the date stamped receipt copy of the cover letters delivering the filings or (ii) agree submissions required under the HSR Act to the FTC or otherwise DOJ, as applicable. Notwithstanding anything in this Section 6.1 to the contrary, neither NGPMR nor MWE, nor any of their Affiliates, shall be required by this Section 6.1 to sell take any action that would require or otherwise dispose of, hold result in holding separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, divesting assets or operations of such Party. Notwithstanding anything NGPMR, MWE Liberty or any of their Affiliates in order to the contrary contained herein, in the event a Governmental Authority plans have satisfied their obligation to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate use their commercially reasonable efforts under this Agreement upon written notice to the other PartySection 6.1.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined of CTI and Chroma agrees to prepare and make appropriate filings under the HSR Act relating to this Agreement and its implementing regulations) shall, within ten (10) business days the transactions contemplated hereby as soon as reasonably practicable after the Execution Effective Date (or such later time as may be agreed the “HSR Filing Date”). The Parties agree to cooperate in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of antitrust clearance process and to furnish promptly to the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and ), the Antitrust Division of the United States Department of Justice (the “Division”)and any other agency or authority, any HSR Filing required information reasonably requested by them in connection with such filings. Other than the provisions of it under this Section 15.9, Section 8.1 and Articles 11 and 12, the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [rights and ***] * Indicates that certain information contained herein has been omitted from this filing and filed separately with the Securities and Exchange Commission receiving any request from any appropriate Governmental Authority for informationCommission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, documents, or other materials in connection and such information has been filed separately with the review Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. obligations of the Parties under this Agreement shall not become effective until the waiting period provided by the HSR Filing, each Party Act shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving have terminated or expired without any inquiry or investigation action by any Governmental Authority relating government agency or challenge to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure transaction (the date of such termination or expiration shall be the “Approval Date” of this Agreement), provided that neither Party shall grant any waiting periods rights to engage in any act that would conflict with the terms and conditions of this Agreement until such Approval Date. Upon the occurrence of the Approval Date, all provisions of this Agreement shall become effective as of the Effective Date automatically without the need for further action by the Parties. In the event that antitrust clearance from the FTC and Antitrust Division of the Department of Justice is not obtained within ninety (90) days after the HSR Filing Date, or such other date as the Parties may mutually agree, this Agreement may be terminated by either Party. If this Agreement is terminated for such reason, (a) all rights granted in this Agreement shall revert back to the grantor , (b) Chroma shall repay to CTI immediately the upfront fee of $5,000,000 and (c) the Parties will not have any further rights or obligations to each other under any Applicable Laws and/or this Agreement except as provided in Section 13.10. In the event a provision of this Agreement needs to be deleted or substantially revised in order to obtain the approval regulatory clearance of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Lawthis transaction, the Parties will consult and cooperate with one another, and will consider negotiate in good faith the views of one another, in connection accordance with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartySection 15.10.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act of CARDIOME and its implementing regulations) Merck shall, within ten seven (107) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties)Date, file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”)Justice, any HSR Filing required of it under the HSR Act with respect to the transactions contemplated herebysubject matter of this Agreement, which forms shall specifically request early termination of the initial HSR Act waiting period. The Parties shall will cooperate with each other one another to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after Confidential InformationThe Parties hereto commit to instruct their respective counsel to cooperate with each other and use good faith, indicated by [***] has been omitted reasonably diligent efforts to facilitate and expedite the identification and resolution of any such issues and, consequently, the early termination of the applicable HSR Act waiting period, and, failing early termination, the expiration of the applicable HSR Act waiting period. Such good faith, reasonably diligent efforts shall include counsel’s undertaking: (i) to keep each other appropriately informed of communications received from this filing and filed separately submitted to personnel of the reviewing antitrust authority; and (ii) to confer with each other regarding appropriate contacts with and response to personnel of the Securities Exchange United States Federal Trade Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials and the Antitrust Division of the United States Department of Justice; and (iii) specifically pursuing early termination of the initial HSR Act waiting period. All costs and expenses incurred in connection with any HSR Filing shall be paid by the review Party incurring such costs and expenses, except that Merck will be responsible for the filing fee associated with any HSR Filing. In respect of the any HSR Filing, each Party shall of CARDIOME and Merck will use its commercially reasonable good faith, reasonably diligent efforts to comply with such request. Each Party shall each cooperate reasonably with eliminate any concern on the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration part of any waiting periods under any Applicable Laws and/or to obtain court or governmental authority regarding the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation legality of the foregoingproposed transaction, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider including cooperating in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited government investigation and the prompt production of documents and information demanded by any Governmental Authority or by any Applicable Lawa second request for documents and of witnesses if requested, and to cause the Parties will permit authorized representatives of the other Party HSR Conditions to be present at any meetingsatisfied as soon as is practical, telephone call or conference with such Government Authority as provided in connection with any such inquirySection 21.2. Notwithstanding the foregoing, nothing contained Nothing in this Agreement shall require or obligate either Party toto consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy, and either each Party and its Affiliates shall not without the prior written consent have no obligation to contest, administratively or in court, any ruling, order or other action of the other Party: (i) agree United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of Third Party respecting the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyAgreement.

HSR Filing. Each Party Seller and Buyer shall, as promptly as practicable, but in no event later than five calendar days following the execution and delivery of this Agreement, submit all filings required by the HSR Act (the "HSR Filing") to the DOJ and FTC, and thereafter provide, as appropriate, any supplemental information requested in connection therewith pursuant to the HSR Act and make any similar filing within, to the extent reasonably practicable, a similar time frame with any other Governmental Authority for which such filing is required. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act or other applicable antitrust regulation. Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its “ultimate parent entity” as that term preparation of any filing or submission which is defined necessary under the HSR Act or other applicable antitrust regulation. Each of Buyer and its implementing regulations) shall, within ten (10) business days after Seller will promptly inform the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation party of any material communication received by such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request party from any appropriate Governmental Authority for information, documents, or other materials in connection with the review respect of the HSR Filing, each Party shall . Each of the parties will (a) use its respective commercially reasonable efforts to comply as expeditiously as possible with such request. Each Party shall all requests of any Governmental Authority for additional information and documents, including information or documents requested under the HSR Act or other applicable antitrust regulation; (b) not (i) extend any waiting period under the HSR Act or any applicable antitrust regulation or (ii) enter into any agreement with any Governmental Authority not to consummate the transactions contemplated by this Agreement, except, in each case, with the prior consent of the other parties; and (c) cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to parties and use its commercially reasonable efforts to secure termination contest and resist any administrative or expiration judicial action, and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated herebyby this Agreement. In furtherance and not in limitation Without limiting the generality of the foregoing, each Party shall promptly inform of Buyer and Seller agrees to cooperate with the other Party party to effect prior to the Closing Date, the sale, divestiture or disposition of any communication to such assets or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except businesses of Buyer, Symphony or their respective Subsidiaries as may be prohibited by any Governmental Authority or by any Applicable Law, required in order to avoid the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirementsentry of, or other understandings required to effect the dissolution of, any Order (whether temporary, preliminary or requested by permanent), which would otherwise have the FTC effect of preventing or delaying the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by the Agreement as part of the HSR processhereby; or (ii) agree or otherwise provided, however, that neither Buyer nor Seller shall be required to sell sell, divest or otherwise dispose of, hold separate (through the establishment of any material asset or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations businesses of such Partyparty. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if Buyer shall pay all filing fees under the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyAct.

HSR Filing. Each Party (or its “ultimate parent entity” as If Vertex notifies Company pursuant to Section 4.2.1 that term an HSR Filing is defined under the HSR Act required for Vertex to exercise an Option, then each of Vertex and its implementing regulations) shallCompany will, within ten (10) business days [***] after the Execution Date such notice from Vertex (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, file with the United States U.S. Federal Trade Commission (“FTC”) and the Antitrust Division of the United States U.S. Department of Justice (the “DivisionDOJ”), ) any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Each of the Parties agrees to cooperate in the antitrust clearance process, including by furnishing to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the HSR Act and other antitrust requirements, and to furnish promptly with the FTC, DOJ, and any other antitrust authority, any information requested by them in connection with such filings. Each Party shall cooperate furnish copies (subject to reasonable redactions for privilege or confidentiality concerns) of, and shall otherwise keep the other Party apprised of the status of any material communications with, and any inquiries or requests for additional information from, the FTC, DOJ and any other antitrust authority, and shall comply promptly with each any such inquiry or request. Each Party shall give the other Party the opportunity to review in advance, and shall consider in good faith the other Party’s reasonable comments in connection with, any proposed filing or communication with the FTC, DOJ or any other antitrust authority. Each Party shall consult with the other Party, to the extent reasonably necessary practicable, in advance of participating in any substantive meeting or discussion with the preparation of FTC, the DOJ or any other antitrust authority with respect to any filings, investigation or inquiry and, to the extent permitted by such antitrust authority, give the other Party to the opportunity to attend and participate therein. Each Party will be responsible for its own costs and expenses (other than filing fees, which Vertex will pay) associated with any HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, documentsMARKED BY BRACKETS, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: HAS BEEN OMITTED BECAUSE THE INFORMATION (iI) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or IS NOT MATERIAL AND (iiII) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Party.WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within Within ten (10) business days after the Execution Date following execution of this Agreement, Seller (or such later time its ultimate parent entity, as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, applicable) and Buyer will file with the United States Federal Trade Commission (“FTC”) and the Department of Justice, as applicable, the notification and report forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Division Improvements Act of 1976, as amended (the “HSR Act”), and will seek “early termination” of the United States statutory waiting period. The Parties will comply with their respective obligations under Section 7.3 in connection with the preparation of that filing and responding to any inquiries or requests in connection therewith. Buyer and Seller will, as promptly as practicable, furnish any supplemental information which may be requested in connection therewith. Buyer and Seller will use Reasonable Efforts to: (a) make or modify all other filings and submissions on a prompt and timely basis in connection with the filings required under the HSR Act, and (b) promptly resolve any objection asserted by any Governmental Entity to the transactions contemplated by this Agreement. Seller and Buyer will each bear all of their own costs and expenses relating to its compliance with this Section; provided, however, that all filing fees required with respect to the filings pursuant to the HSR Act shall be paid by Buyer. Buyer and Seller will furnish to the other such necessary information and assistance as reasonably requested by the other party in connection with any necessary filings and submissions pursuant to the HSR Act. Buyer and Seller shall notify and keep the other party informed as to any material communication from the Federal Trade Commission and/or the Department of Justice (the “Division”), or any HSR Filing required of it under the HSR Act with respect to other applicable Governmental Entity regarding the transactions contemplated hereby. The Parties Neither Seller nor Buyer shall cooperate (a) participate in any substantive meeting or discussion with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials Entity in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably transactions contemplated by this Agreement unless it consults with the other party in connection with resolving advance, and if permitted, allows the other party the opportunity to participate, or (b) consent to any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration voluntary extension of any statutory deadline or waiting periods under period or to any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation voluntary delay of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by this Agreement at the Agreement as part behest of any Governmental Entity without the consent of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other Partyother.

HSR Filing. Each Party Seller, Royalty, Serologicals and Buyer shall, as promptly as practicable, but in no event later than ten (10) calendar days following the execution and delivery of this Agreement, submit the HSR Filing to the FTC or the DOJ, as appropriate and thereafter provide any supplemental information requested in connection therewith pursuant to the HSR Act and make any similar filing within, to the extent reasonably practicable, a similar time frame with any other Governmental Body for which such filing is required. Any such notification and report form and supplemental information will be in substantial compliance with the requirements of the HSR Act or other applicable antitrust regulation. Each of the Sellers, Royalty, Serologicals and Buyer shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its “ultimate parent entity” as that term preparation of any filing or submission which is defined necessary under the HSR Act or other applicable antitrust regulation. Each of the Sellers, Royalty, Serologicals and Buyer shall request early termination of the applicable waiting period under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed any other applicable antitrust regulation; shall respond with reasonable diligence and dispatch to in writing by the Parties), file, on an expedited basis (meaning, with a any request for early termination additional information made in response to such filings or in information request made by any other Governmental Body; and shall keep each other apprized of any communications with, and inquiries or requests for additional information from the waiting period)FTC, DOJ or any other Governmental Body and shall comply with any inquiry or request made thereby. Prior to the Closing, the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) Buyer and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties Sellers shall cooperate with each other to upon the extent reasonably necessary request of the other, in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials reasonable manner in connection with the review obtaining any such anti-trust approval; provided, however, that such cooperation shall not include any requirement of the HSR Filing, each Party shall use its commercially reasonable efforts Buyer or the Sellers or any of their respective Affiliates to comply with such request. Each Party shall each cooperate reasonably with the other commence or participate in connection with resolving any inquiry litigation or investigation by to take any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, action that would have a Material Adverse Effect for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirementsSellers, or other understandings required or requested by for Buyer a material adverse effect on the FTC or the Division in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyBuyer.

HSR Filing. Each Party (or its “ultimate parent entity” a) As promptly as that term is defined under reasonably possible following the HSR Act and its implementing regulations) shallexecution of this Agreement, within ten (10) business days after the Execution Date (or but in no event later than 10 Business Days following such later time date, NGPMR shall make such filings as may be agreed required under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976 (“HSR Act”) with respect to the transactions contemplated by this Agreement and, in writing by the Parties)making such filings, file, on an expedited basis (meaning, with a NGPMR shall request for early termination of the waiting period)period specified in the HSR Act. Thereafter, the filing fee of which NGPMR shall be borne file as promptly as possible all reports or other documents required or requested by the Parties equally, with the United States U.S. Federal Trade Commission (“FTC”) and or the Antitrust Division of the United States U.S. Department of Justice (“DOJ”) pursuant to the “Division”)HSR Act or otherwise including requests for additional information concerning such transactions. Without limiting the foregoing, NGPMR and MWE Liberty shall use commercially reasonable efforts to cooperate and oppose any HSR Filing required of it preliminary injunction sought by any Governmental Authority under the HSR Act with respect to preventing the transactions contemplated hereby. The Parties shall cooperate with each other to the extent reasonably necessary in the preparation of any such HSR Filing. As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party agrees to use its commercially reasonable efforts to secure termination or expiration of any waiting periods under any Applicable Laws and/or to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with preparing any submission or presentation to any Governmental Authority in connection with any such inquiry. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives of the other Party to be present at any meeting, telephone call or conference with such Government Authority in connection with any such inquiry. Notwithstanding the foregoing, nothing contained in this Agreement shall require or obligate either Party to, and either Party shall not without the prior written consent of the other Party: (i) agree or otherwise become subject to any restrictions, conditions, limitations, licensing requirements, or other understandings required or requested by the FTC or the Division in connection the FTC’s or Division’s investigation consummation of the transactions contemplated by this Agreement. NGPMR and MWE Liberty shall cause their respective counsel to furnish the Agreement other party such necessary information and reasonable assistance as part the other may reasonably request in connection with NGPMR’s preparation of necessary filings or submissions under the provisions of the HSR process; Act. NGPMR shall cause its counsel to supply to MWE Liberty copies of the date stamped receipt copy of the cover letters delivering the filings or (ii) agree submissions required under the HSR Act to the FTC or otherwise DOJ, as applicable. Notwithstanding anything in this Section 6.1 to the contrary, neither NGPMR nor MWE, nor any of their Affiliates, shall be required by this Section 6.1 to sell take any action that would require or otherwise dispose of, hold result in holding separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, divesting assets or operations of such Party. Notwithstanding anything NGPMR, MWE Liberty or any of their Affiliates in order to the contrary contained herein, in the event a Governmental Authority plans have satisfied their obligation to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate use their commercially reasonable efforts under this Agreement upon written notice to the other PartySection 6.1.

HSR Filing. Each Party (or its “ultimate parent entity” as that term is defined under the HSR Act and its implementing regulations) shall, within ten (10) business days after the Execution Date (or such later time as may be agreed to in writing by the Parties), file, on an expedited basis (meaning, with a request for early termination of the waiting period), the filing fee of which shall be borne by the Parties equally, with the United States Federal Trade Commission (“FTC”) The Company and the Antitrust Division of the United States Department of Justice (the “Division”), any HSR Filing required of it under the HSR Act with respect to the transactions contemplated hereby. The Parties Investor shall cooperate with each other and use their reasonable best efforts to make, as soon as reasonably practical after the extent reasonably date hereof but no later than five (5) business days following the date of this Agreement, all necessary in filings and submissions that may be required (the preparation “HSR Filings”) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any such 1976, as amended (the “HSR FilingAct”). As promptly as is practicable after Confidential Information, indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission receiving any request from any appropriate Governmental Authority for information, documents, or other materials in connection with the review Each of the HSR Filing, each Party shall use its commercially reasonable efforts to comply with such request. Each Party shall each cooperate reasonably with the other in connection with resolving any inquiry or investigation by any Governmental Authority relating to the HSR Filing. Each Party parties hereto agrees to use its commercially reasonable best efforts to secure termination furnish or expiration cause to be furnished, as promptly as practicable, all information and documents requested with respect to the HSR Act and shall otherwise cooperate with the applicable governmental body in order to comply with the HSR Act. Each of the parties hereto shall consult, subject to applicable law and redaction where necessary, and share drafts of any waiting periods under any Applicable Laws and/or filings or substantive communications, a reasonable period of time in advance with respect to obtain the approval of any antitrust Governmental Authority, as applicable, for the transactions contemplated hereby. In furtherance and not in limitation of the foregoing, each Party shall promptly inform the other Party of any communication to or from any Governmental Authority regarding the Agreement and/or the transactions contemplated by the Agreement. Except as may be prohibited by any Governmental Authority or by any Applicable Law, the Parties will consult and cooperate with one another, and will consider in good faith the comments and views of one anotherthe other party in connection with any filing, communication, defense, litigation, negotiation or strategy and any final decisions with respect thereto in each case relating to the HSR Act or any antitrust or unfair competition law regarding any of the transactions contemplated hereby, to the extent reasonably practicable and to the extent permitted by applicable law, and shall give the other party and its representatives a reasonable advance opportunity to attend and participate in any substantive in-person or telephonic meeting or conference with any governmental authority or, in connection with preparing any submission litigation by a private party, relating to the HSR Act or presentation any antitrust or unfair competition law regarding any of the transactions contemplated hereby, and shall provide concurrent copies to the other party of any Governmental Authority substantive material written communications or filings with respect thereto. Each of the parties hereto shall use reasonable commercial efforts to resolve such objections, if any, as any governmental body may assert with respect to this Agreement and the transactions contemplated hereby in connection with the HSR Act or any antitrust or unfair competition law. Subject to applicable laws and redaction where necessary, each party shall, upon request by any other party, furnish the other parties with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may reasonably be necessary or advisable in connection with any such inquiry. Except as may be prohibited statement, filing, ruling request, notice or application made by any Governmental Authority or by any Applicable Law, the Parties will permit authorized representatives on behalf of the other Party parties or any of their respective subsidiaries to be present at any meeting, telephone call third party and/or any governmental body with respect to the HSR Act or conference with such Government Authority in connection with any such inquiryantitrust or unfair competition law. Notwithstanding anything in this Section 7 or this Agreement to the foregoingcontrary, nothing contained in this Section 7 or this Agreement shall require require, or obligate either Party be deemed to require, the Company or the Investor (a) to propose, negotiate, offer to, and either Party shall not without the prior written consent commit to or effect any sale, divestiture, or disposition of the other Party: assets or businesses, or licenses, (ib) to agree to hold separate any assets or otherwise become subject agree to any restrictions, conditions, limitations, licensing requirements, similar arrangements or to commit to restrict the dominion or control of its business or to conduct its business in a specified manner or (c) to agree to any other understandings required or requested by the FTC or the Division remedy in connection the FTC’s or Division’s investigation of the transactions contemplated by the Agreement as part of order to secure the HSR process; or (ii) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment or a trust or otherwise), or divest itself of all or any portion of the business, assets, or operations of such Party. Notwithstanding anything to the contrary contained herein, in the event a Governmental Authority plans to enjoin the transaction contemplated herein, or if the HSR Clearance Date has not occurred within six (6) months following the Execution Date, the Parties may each terminate this Agreement upon written notice to the other PartyClearance.