Common use of Information Exchange Clause in Contracts

Information Exchange. Each of RevMed and Sanofi will, in connection with any HSR/Antitrust Filing, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction contemplated by this Agreement; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Party. RevMed and Sanofi, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed or Sanofi, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed HEC and Sanofi Lannett will, in connection with any HSR/Antitrust HSR Filing, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority governmental authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this Agreement; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority governmental authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority governmental authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authoritygovernmental authority; provided, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing PartyProducts. RevMed HEC and SanofiLannett, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 11.7(c) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed HEC or SanofiLannett, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed Jounce and Sanofi Celgene will, in connection with any HSR/Antitrust HSR Filing, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this any proposed Development & Commercialization Agreement; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing PartyJounce. RevMed Jounce and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.2.3 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Jounce or SanofiCelgene, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed Vividion and Sanofi Celgene will, in connection with any HSR/Antitrust Filing, (ia) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (iib) keep the other Party and/or or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this any Development & Commercialization Agreement; (iiic) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or or their counsel the opportunity to attend and participate in such meetings and conferences; and (ivd) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, provided that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party Vividion or other sensitive information in the judgment of such disclosing Partyinformation. RevMed Vividion and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.2.3 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Vividion or SanofiCelgene, as the case may be) or its legal counsel.

Information Exchange. Each On and after the date of RevMed and Sanofi willreceipt by BeiGene of the HSR Filing Notice, each Party shall, in connection with the HSR Filings: (a) use reasonable efforts to make, or cause or be made, all filings and submissions required under the HSR Act and use reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from the FTC and the DOJ that are, in any HSR/Antitrust Filingcase, required and/or otherwise necessary for the execution and delivery by such Party of this Agreement and the performance of its obligations pursuant to this Agreement; (ib) use reasonable efforts to, and reasonably cooperate with each the other Party in connection with any communication, filing or submission and in connection with any investigation filing, submission, investigation, or other inquiry, inquiry (including any proceeding initiated by a private party) and shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any such required consents, authorizations, orders and approvals; (iic) respond promptly to any inquiries by the FTC or the DOJ regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; (d) keep the other Party and/or or its counsel reasonably informed of any communication received by such Party from, or given by such Party to, the FTC, FTC or the DOJ or any other U.S. or other Governmental Authority and of (including any communication received or given in connection with any proceeding by a private party), in each case case, regarding the transaction transactions contemplated by this Agreement; (iiie) consult with each the other Party in advance of any meeting or conference with the FTC, FTC or the DOJ or any other Governmental Authority (or, in connection with any proceeding by a private party, with any other Personsuch private party), and to the extent permitted by the FTC, FTC or the DOJ (or such other Governmental Authority or other Personprivate party), give the Parties and/or other Party or their counsel the opportunity to attend and participate in such meetings and conferences, at the other Party’s cost and expense; and (ivf) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing filing, or communication (and documents submitted therewith) intended to be given by it to the FTC, FTC or the DOJ or (or, in connection with any other Governmental Authority; providedproceeding by a private party, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Partyprivate party). RevMed BeiGene and SanofiNovartis, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 11.2 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will shall not be disclosed by such outside counsel to employees, officers officers, or directors of the recipient Party unless express permission is obtained in advance from the source of the materials (RevMed or Sanofi, as the case may be) or its applicable Party’s legal counsel. To the extent that any antitrust agency other than the FTC or DOJ decides to review the transactions contemplated by this Agreement, the provisions of this Section 11.2 will apply for the purposes of such review with equivalent effect.

Information Exchange. Each of RevMed Relay and Sanofi Licensee will, in connection with any HSR/Antitrust Merger Control Filing, (ia) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (iib) keep the other Party and/or or its counsel informed of any communication (and if in writing, provide a copy to the other Party or its counsel) received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this Agreement; (iiic) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other such Governmental Authority or, in connection with any proceeding by a private party, with any other Personsuch private party, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Personsuch private party, give the Parties and/or or their counsel the opportunity to attend and participate in such meetings and conferences; and (ivd) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority, or, in connection with any proceeding by a private party, to such private party; provided, provided that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing either Party. RevMed Relay and SanofiLicensee, as each deems advisable and necessary, may reasonably designate any competitively sensitive 99 material to be provided to the other under this Section 3.8 Article 17 as “Antitrust Counsel Only Material.” ”. Such materials and the information contained therein shall will be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Relay or SanofiLicensee, as the case may be) or its the applicable Party’s legal counsel.

Information Exchange. Each of RevMed and Sanofi Party will, in connection with the HSR Filings or any HSR/inquiry or investigation conducted under Antitrust FilingLaw by the FTC, the DOJ, or any other Governmental Authority in connection with this Agreement: (ia) reasonably cooperate with each the other Party in connection with any communication, filing or submission and in connection with any investigation filing, submission, investigation, or other inquiry, inquiry (including any proceeding initiated by a private party); (iib) keep the other Party and/or or its counsel reasonably informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ DOJ, or any other U.S. or other Governmental Authority and of (including any communication received or given in connection with any proceeding by a private party), in each case case, regarding the transaction transactions contemplated by this Agreement; (iiic) consult with each the other Party in advance of any meeting or conference with the FTC, the DOJ DOJ, or any other Governmental Authority (or, in connection with any proceeding by a private party, with any other Personsuch private party), and to the extent permitted by the FTC, the DOJ applicable Governmental Authority (or such other Governmental Authority or other Personprivate party), give the Parties and/or other Party or their counsel the opportunity to attend and participate in such meetings and conferences, at the other Party’s cost and expense; and (ivd) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing filing, or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ DOJ, or any other Governmental Authority; providedAuthority (or, that materials may be redacted in connection with any proceeding by a private party, to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Partyprivate party). RevMed Jounce and SanofiGilead, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 11.2 as “Antitrust Outside Counsel Only Material.” Such materials and the information contained therein shall will be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers officers, or directors of the recipient Party unless express permission is obtained in advance from the source of the materials (RevMed or Sanofi, as the case may be) or its applicable Party’s legal counsel.

Information Exchange. Each of RevMed Editas and Sanofi Juno will, in connection with any HSR/Antitrust FilingHSR Filing (as well as any other similar filing with any other Governmental Authority as reasonably determined by Juno), (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, inquiry (including any proceeding initiated by a private party; ), (ii) keep the other Party and/or or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of (including any communication received or given in connection with any proceeding by a private party), in each case regarding the transaction transactions contemplated by this Agreement; the License Agreement and any proposed Licensed Program Addendum, (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority (or, in connection with any proceeding by a private party, with any other Personsuch private party), and to the extent permitted by the FTC, the DOJ or such other Governmental Authority (or other Personsuch private party), give the Parties and/or other Party or their counsel the opportunity to attend and participate in such meetings and conferences; conferences and (iv) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental AuthorityAuthority (or, in connection with any proceeding by a private party, to such private party); provided, provided that materials may be redacted to remove references concerning the Juno’s valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing PartyEditas. RevMed Editas and SanofiJuno, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.5(c) as “Antitrust Counsel Only Material.” ”. Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Editas or SanofiJuno, as the case may be) or its the applicable Party’s legal counsel.

Information Exchange. Each of RevMed the Company and Sanofi Pyxis will, in connection with any HSR/Antitrust Filing, : (ia) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (iib) keep the other such Party and/or or its counsel informed of any communication (and if in writing, provide a copy to the other such Party and/or its counsel) received by such Party from, from or given by such Party to, to the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this any proposed License Agreement; (iiic) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Personsuch private party, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Personsuch private party, give the Parties and/or or their counsel the opportunity to attend and participate in such meetings and conferences; and (ivd) to the extent practicable, permit the other such Party and/or or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority, or, in connection with any proceeding by a private party, to such private party; provided, that (i) materials may be redacted to remove references concerning the valuation of the business of Pyxis, and (ii) neither Party is required to share with the disclosing other Party its HSR Filing and the documents produced by such Party in response to Items 4c or other sensitive information in the judgment 4d of such disclosing Partyits HSR Filing. RevMed The Company and SanofiPyxis, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.7.3 as “Antitrust Counsel Only Material.” ”. Such materials and the information contained therein shall will be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed the Company or SanofiPyxis, as the case may be) or its the applicable Party’s legal counsel.

Information Exchange. Each of RevMed BeiGene and Sanofi Celgene will, in connection with any HSR/Antitrust Filing, (ia) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (iib) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received 92 or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this Agreement; (iiic) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (ivd) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, provided that materials may be redacted to remove references concerning the valuation Other Products of the business of the disclosing Party or other sensitive information in the judgment of such disclosing PartyCelgene. RevMed BeiGene and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 15.3 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed BeiGene or SanofiCelgene, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed Agios and Sanofi Celgene will, in connection with any HSR/Antitrust Filing, (ia) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (iib) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this any Development & Commercialization Agreement; (iiic) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (ivd) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, provided that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Party[**]. RevMed Agios and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.2.3 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Agios or SanofiCelgene, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed Prothena and Sanofi Celgene will, in connection with any HSR/Antitrust FilingHSR Filing (as well as any other similar filing with any other Governmental Authority as reasonably determined by [***]), (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, inquiry (including any proceeding initiated by a private party); (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of (including any communication received or given in connection with any proceeding by a private party), in each case regarding the transaction transactions contemplated by this any proposed U.S. License Agreement or Global License Agreement, as applicable; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority (or, in connection with any proceeding by a private party, with any other Personsuch private party), and to the extent permitted by the FTC, the DOJ or such other Governmental Authority (or other Personsuch private party), give the Parties other Party and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental AuthorityAuthority (or, in connection with any proceeding by a private party, to such private party); provided, provided that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Party[***]. RevMed Prothena and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.2.3 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Prothena or SanofiCelgene, as the case may be) or its the applicable Party’s legal counsel. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Information Exchange. Each of RevMed HEC and Sanofi Lannett will, in connection with any HSR/Antitrust HSR Filing, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority governmental authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this Agreement; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority governmental authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority governmental authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authoritygovernmental authority; provided, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing PartyProducts. RevMed HEC and SanofiXxxxxxx, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 11.7(c) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed HEC or SanofiXxxxxxx, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed Nurix and Sanofi will, in connection with any HSR/Antitrust Filing, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction contemplated by this Agreement; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Party. RevMed Nurix and Sanofi, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 ARTICLE 3 (Government Approvals) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Nurix or Sanofi, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed Company and Sanofi Celgene will, in connection with any HSR/Antitrust Filing, : (ia) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (iib) keep the other Party and/or or its counsel informed of any communication (and if in writing, provide a copy to the other Party or its counsel) received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this any proposed Global License Agreement; (iiic) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Personsuch private party, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Personsuch private party, give the Parties and/or or their counsel the opportunity to attend and participate in such meetings and conferences; and (ivd) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority, or, in connection with any proceeding by a private party, to such private party; provided, that (i) materials may be redacted to remove references concerning the valuation of the business of Company or any Collaboration Program, and (ii) neither Party is required to share with the disclosing other Party its HSR Filing and the documents produced by such Party in response to Items 4c or other sensitive information in the judgment 4d of such disclosing Partyits HSR Filing. RevMed Company and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 4.4.3 as “Antitrust Counsel Only Material.” ”. Such materials and the information contained therein shall will be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Company or SanofiCelgene, as the case may be) or its the applicable Party’s legal counsel.

Information Exchange. Each of RevMed OncoMed and Sanofi Celgene will, in connection with any HSR/Antitrust HSR Filing, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this any proposed Development & Commercialization Agreement or the [***]SM Agreement; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Party[***]. RevMed OncoMed and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.2.3 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed OncoMed or SanofiCelgene, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed Prothena and Sanofi Celgene will, in connection with any HSR/Antitrust FilingHSR Filing (as well as any other similar filing with any other Governmental Authority as reasonably determined by [***]), (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, inquiry (including any proceeding initiated by a private party); (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of (including any communication received or given in connection with any proceeding by a private party), in each case regarding the transaction transactions contemplated by this any proposed U.S. License Agreement or Global License Agreement, as applicable; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority (or, in connection with any proceeding by a private [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. party, with any other Personsuch private party), and to the extent permitted by the FTC, the DOJ or such other Governmental Authority (or other Personsuch private party), give the Parties other Party and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental AuthorityAuthority (or, in connection with any proceeding by a private party, to such private party); provided, provided that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Party[***]. RevMed Prothena and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.2.3 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Prothena or SanofiCelgene, as the case may be) or its the applicable Party’s legal counsel.

Information Exchange. Each of RevMed Juno and Sanofi Celgene will, in connection with any HSR/Antitrust Filing, (i) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other Party and/or its counsel informed of any communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this any Implementing Agreement; (iii) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences; and (iv) to the extent practicable, permit the other Party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Party[***]. RevMed Juno and SanofiCelgene, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 3.2.3 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Juno or SanofiCelgene, as the case may be) or its legal counsel.

Information Exchange. Each of RevMed and Sanofi Party will, in connection with any HSR/Antitrust Filing, : (ia) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (iib) keep the other Party and/or or its counsel informed of any communication (and if in writing, provide a copy to the other Party or its counsel) received by such Party from, from or given by such Party to, to the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this Agreementany RT License or DT License; (iiic) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Personsuch private party, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Personsuch private party, give the Parties and/or or their counsel the opportunity to attend and participate in such meetings and conferences; and (ivd) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority, or, in connection with any proceeding by a private party, to such private party; provided, that (i) materials may be redacted to remove references concerning the valuation of the business of Moderna or any Program, and (ii) neither Party is required to share with the disclosing other Party its HSR Filing and the documents produced by such Party in response to Items 4c or other sensitive information in the judgment 4d of such disclosing Partyits HSR Filing. RevMed and SanofiThe Parties, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 5.24.3 (Information Exchange) as “Antitrust Counsel Only Material.” ”. Such materials and the information contained therein shall will be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Moderna or SanofiMetagenomi, as the case may be) or its the applicable Party’s legal counsel.

Information Exchange. Each of RevMed and Sanofi willParty shall, in connection with the HSR Filings: (a) use reasonable efforts to make, or cause or be made, all filings and submissions required under the HSR Act and use reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from the FTC and the DOJ that are, in any HSR/Antitrust Filingcase, required and/or otherwise necessary for the execution and delivery by such Party of this Agreement and the performance of its obligations pursuant to this Agreement; (ib) use reasonable efforts to, and reasonably cooperate with each the other Party in connection with any communication, filing or submission and in connection with any investigation filing, submission, investigation, or other inquiry, inquiry (including any proceeding initiated by a private party) and shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any such required consents, authorizations, orders and approvals; (iic) respond promptly to any inquiries by the FTC or the DOJ regarding antitrust or other matters with respect to the transactions contemplated by this Agreement; (d) keep the other Party and/or or its counsel reasonably informed of any communication received by such Party from, or given by such Party to, the FTC, FTC or the DOJ or any other U.S. or other Governmental Authority and of (including any communication received or given in connection with any proceeding by a private party), in each case case, regarding the transaction transactions contemplated by this Agreement; (iiie) consult with each the other Party in advance of any meeting or conference with the FTC, FTC or the DOJ or any other Governmental Authority (or, in connection with any proceeding by a private party, with any other Personsuch private party), and to the extent permitted by the FTC, FTC or the DOJ (or such other Governmental Authority or other Personprivate party), give the Parties and/or other Party or their counsel the opportunity to attend and participate in such meetings and conferences, at the other Party’s cost and expense; and (ivf) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing filing, or communication (and documents submitted therewith) intended to be given by it to the FTC, FTC or the DOJ or (or, in connection with any other Governmental Authority; providedproceeding by a private party, that materials may be redacted to remove references concerning the valuation of the business of the disclosing Party or other sensitive information in the judgment of such disclosing Partyprivate party). RevMed BeiGene and SanofiNovartis, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 11.2 as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will shall not be disclosed by such outside counsel to employees, officers officers, or directors of the recipient Party unless express permission is obtained in advance from the source of the materials (RevMed or Sanofi, as the case may be) or its applicable Party’s legal counsel. To the extent that any antitrust agency other than the FTC or DOJ decides to review the transactions contemplated by this Agreement, the provisions of this Section 11.2 will apply for the purposes of such review with equivalent effect.

Information Exchange. Each of RevMed Repare and Sanofi BMS will, in connection with any HSR/Antitrust Filing, (ia) reasonably cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (iib) keep the other Party and/or or its counsel informed of any substantive communication received by such Party from, or given by such Party to, the FTC, the DOJ or any other U.S. or other Governmental Authority and of any communication received or given in connection with any proceeding by a private party, in each case regarding the transaction transactions contemplated by this Agreementany Option exercise; (iiic) consult with each other in advance of any meeting or conference with the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the Parties and/or or their counsel the opportunity to attend and participate in such meetings and conferences; and (ivd) to the extent practicable, permit the other Party and/or or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to the FTC, the DOJ or any other Governmental Authority; provided, provided that such materials may be redacted to remove references concerning the valuation of the business of the disclosing Party Repare or other sensitive information information; provided, further, however, that any substantive oral or written communications to the FTC, the DOJ or any other Governmental Authority shall be approved in advance by the judgment of such disclosing PartyParties. RevMed Repare and SanofiBMS, as each deems advisable and necessary, may reasonably designate any competitively sensitive material to be provided to the other under this Section 3.8 ARTICLE III as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (RevMed Repare or SanofiBMS, as the case may be) or its legal counsel.