Common use of Notification under the HSR Act Clause in Contracts

Notification under the HSR Act. As soon as reasonably practicable (and, in the case of filings under the HSR Act, no later than 10 business days after the date hereof), the Contributors, the Partnership and Acquirer shall (i) make all required filings (including any filings required under the HSR Act by the Contributors or their affiliates in connection with the transactions contemplated under the Membership Interest Purchase Agreement), prepare all required applications and conduct negotiations with each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, (ii) without limiting Section 9.6, use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying such expiration or termination of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), (iii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, and (iv) without limiting Section 9.6, use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Agreements. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications and negotiations. The Contributors and Acquirer shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Authority regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.6 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Notification under the HSR Act. As soon Subject to the terms and conditions hereof, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to, as reasonably promptly as practicable (andunder applicable Law, in consummate and make effective the case of filings under the HSR Acttransactions contemplated hereby, no later than 10 business days after the date hereof), the Contributors, the Partnership and Acquirer shall (i) including using its commercially reasonable efforts to obtain or make all required filings (including any necessary or appropriate filings required under the HSR Act by the Contributors or their affiliates in connection with the transactions contemplated under the Membership Interest Purchase Agreement), prepare all required applications applicable Law and conduct negotiations with each Governmental Authority as to which such filings, applications prevent or negotiations are necessary lift any injunction or appropriate in other legal bar to the consummation of the transactions contemplated herebyby this Agreement as promptly as practicable after the date of this Agreement. If the Investor or the Company determines that an HSR Filing is necessary, it shall so notify the other party, and each party shall as soon as practicable but no later than fifteen (ii15) without limiting Section 9.6Business Days of the Signing Date (or such later time as may be agreed to in writing by the parties), file with the FTC and the Antitrust Division of the DOJ, any HSR Filing required of it under the HSR Act in the reasonable opinion of either party with respect to the Transaction. The Investor and Company each will use commercially reasonable efforts to secure the expiration or termination of provide any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than supplemental information that may be requested in connection therewith pursuant to the transactions contemplated by this Agreement) that would present a HSR Act, which notification and report forms and supplemental information will comply in all material risk of delaying such expiration or termination respects with the requirements of the notice or waiting periods, clearance or approval with respect to the transactions contemplated by this Agreement or the other Transaction Agreements), HSR Act. The Investor and Company shall (iiii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, and (iv) without limiting Section 9.6, use their commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests for documentation or information or any request for additional information (a “second request”) received from the FTC or the DOJ and to all similar inquiries and requests received from any other Governmental Authority, and (ii) use their commercially reasonable efforts to resolve any objections objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act and all other applicable competition Laws and to cause the waiting periods, approvals or other requirements under the HSR Act and all other applicable competition Laws to terminate or expire or be obtained prior to the Termination Date. None of the parties shall knowingly take, cause or permit to be taken any action which such party reasonably expects is likely to materially delay or prevent consummation of the transactions contemplated by this Agreement. None of Investor or any of its Subsidiaries or Affiliates shall acquire or make any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, that would reasonably be expected to delay the satisfaction of the conditions contained in Section 8.1 or materially delay or prevent the consummation of the transactions contemplated by this Agreement. Each party shall consult with the other Transaction Agreements. Each Party shall reasonably cooperate with party and use all commercially reasonable efforts to assist consider in good faith the views of the other with respect party prior to such filingsentering into any agreement, applications and negotiations. The Contributors and Acquirer shall promptly inform the other Parties of any arrangement, undertaking or understanding (oral communication, and provide copies of written communications, or written) with any Governmental Authority regarding relating to any competition Laws with respect to the Transactions; provided, that the final determination as to the appropriate course of action shall be made by the Investor. The parties shall use reasonable best efforts to cooperate with one another to the extent necessary in the preparation of any such filingsHSR Filing. No Party Each party shall independently participate in be responsible for its own costs and expenses associated with any formal meeting with HSR Filing; provided, however, that the Investor shall be solely responsible for paying any filing fees required to be paid to any Governmental Authority in respect of connection with making any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.6 as “outside counsel onlyHSR Filing.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Notification under the HSR Act. As soon Subject to the terms and conditions hereof, each Party will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to, as reasonably promptly as practicable (andunder applicable Law, in consummate and make effective the case of filings under the HSR ActTransaction, no later than 10 business days after the date hereof), the Contributors, the Partnership and Acquirer shall (i) including using commercially reasonable efforts to obtain or make all required filings (including any necessary or appropriate filings required under the HSR Act by the Contributors or their affiliates in connection with the transactions contemplated under the Membership Interest Purchase Agreement), prepare all required applications applicable Law and conduct negotiations with each Governmental Authority as to which such filings, applications prevent or negotiations are necessary lift any injunction or appropriate in other legal bar to the consummation of the transactions contemplated herebyTransaction as promptly as practicable after the date of this Agreement. Each Party shall as soon as practicable after the Signing Date but no later than fifteen (15) Business Days of the Signing Date (or such later time as may be agreed to in writing by the Parties), (ii) without limiting Section 9.6file with the FTC and the Antitrust Division of the DOJ or any other applicable Governmental Authority, any HSR Filing required of it under the HSR Act or any notifications or other filings required to be filed under any other Law in the reasonable opinion of either Party with respect to the Transaction. The Investor and the Company each will use commercially reasonable efforts to secure the expiration or termination of provide any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than supplemental information that may be requested in connection therewith pursuant to the transactions contemplated by this Agreement) that would present a HSR Act, which notification and report forms and supplemental information will comply in all material risk of delaying such expiration or termination respects with the requirements of the notice or waiting periods, clearance or approval with respect to HSR Act. The Investor and the transactions contemplated by this Agreement or the other Transaction Agreements), Company shall (iiii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations, and (iv) without limiting Section 9.6, use commercially reasonable efforts to respond as promptly as practicable to any inquiries or requests for documentation or information or any request for additional information (a “second request”) received from the FTC or the DOJ and to all similar inquiries and requests received from any other Governmental Authority, and (ii) use commercially reasonable efforts to resolve any objections objections, if any, as may be asserted by any Governmental Authority with respect to this Agreement the Transaction under the HSR Act and all other applicable competition Laws and to cause the waiting periods, approvals or other Transaction Agreementsrequirements under the HSR Act and all other applicable competition Laws to terminate or expire or be obtained prior to the Termination Date. None of the Parties shall knowingly take, cause or permit to be taken any action which such Party reasonably expects is likely to materially delay or prevent consummation of the Transaction. None of Investor or any of its Subsidiaries or Affiliates shall acquire or make any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, that would reasonably be expected to delay the satisfaction of the conditions contained in Section 8.1 or materially delay or prevent the consummation of the Transaction. Each Party shall reasonably cooperate consult with the other Party and consider in good faith the views of the other Party prior to entering into any agreement, arrangement, undertaking or understanding (oral or written) with any Governmental Authority relating to any competition Laws with respect to the Transactions; provided, that the final determination as to the appropriate course of action shall be made by the Investor. The Parties shall use all commercially reasonable efforts to assist cooperate with one another to the other with respect to such filings, applications and negotiations. The Contributors and Acquirer shall promptly inform extent necessary in the other Parties preparation of any oral communication, such HSR Filing. Each Party shall be responsible for its own costs and provide copies of written communications, expenses associated with any Governmental Authority regarding HSR Filing; provided, however, that the Investor shall be solely responsible for paying any such filings. No Party shall independently participate in any formal meeting with filing fees required to be paid to any Governmental Authority in respect of connection with making any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.6 as “outside counsel onlyHSR Filing.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.

Notification under the HSR Act. As soon as reasonably practicable (andEach Party will use reasonable best efforts, and will cooperate with each other and cause its Affiliates to use reasonable best efforts, in attempting to obtain HSR Clearance as promptly as possible following the case date hereof. Each Party will advise each other as to material developments with respect to the status of filings under receipt of approvals. Without limitation of the foregoing, each Party agrees to make the HSR Filing within [**] after the date hereof and request early termination of the applicable waiting period, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. No Party will take any action, no later than 10 business days after and will cause its Affiliates not to take any action, that will have the date hereof)effect of delaying, impairing or impeding the Contributors, the Partnership receipt of HSR Clearance and Acquirer shall (i) make all required filings (including will promptly respond to any filings required requests for additional information from any Governmental Authority or other third party in respect thereof. Each Party hereby covenants and agrees to use its reasonable best efforts to secure termination of any waiting periods under the HSR Act by or any other applicable law and to obtain the Contributors or their affiliates in connection with the transactions contemplated under the Membership Interest Purchase Agreement), prepare all required applications and conduct negotiations with each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation approval of the transactions contemplated herebyFTC, (ii) without limiting Section 9.6the Antitrust Division of the DOJ and/or any other Governmental Authority, use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Agreements as promptly as is reasonably practicable (including by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to applicable, for the transactions contemplated by this Agreement) that would present a material risk of delaying such expiration or termination of , the notice or waiting periodsTransaction Documents, clearance or approval with respect to the transactions contemplated by this Stock Purchase Agreement or the Collaboration Agreement (or any other Transaction Agreementsagreement attached to any such agreement) (collectively, the “Transactions”). Bayer will control and lead all negotiations and strategy on behalf of the parties relating to HSR Clearance, (iii) provide subject to prior discussion with and taking into account in good faith the views of Arvinas. Notwithstanding anything herein to the contrary, no Party and none of such information as each may reasonably request Party’s Affiliates will be obligated to make such filings, prepare such applications and conduct such negotiations, and (iv) without limiting Section 9.6, use commercially reasonable efforts to respond to and resolve contest any objections as may be asserted final action or decision taken by any Governmental Authority with respect challenging the consummation of any Transaction. Notwithstanding anything herein to this Agreement the contrary, no Party and none of such Party’s Affiliates will be obligated (1) to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action to obtain the other receipt of HSR Clearance, (2) to litigate or defend against any challenge to the consummation of any Transaction Agreementsor (3) to contest any final action or decision taken by any Governmental Authority challenging the consummation of any Transaction. Each Party shall reasonably cooperate with and use all commercially reasonable efforts to assist the other Any filing fees due under or with respect to such filings, applications HSR Filing will be shared equally by Arvinas and negotiations. The Contributors and Acquirer shall promptly inform the other Parties of any oral communication, and provide copies of written communications, with any Governmental Authority regarding any such filings. No Party shall independently participate in any formal meeting with any Governmental Authority in respect of any such filings or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.6 as “outside counsel onlyBayer.” Such materials and the information contained therein shall be given only to the outside legal counsel of such Party and will not be disclosed by such outside counsel to employees, officers, or directors of such Party, unless express written permission is obtained in advance from the source of the materials.