Clearance Date. Notwithstanding the foregoing, if Janssen determines a filing or submission with respect to the exercise of a Commercial Option under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) or any antitrust, competition or merger control Law applicable to such exercise (collectively, “Competition Laws” and, such filing or submission, “Competition Law Filings”) is required or advisable, Janssen shall provide, prior to or concurrently with its exercise of the Commercial Option pursuant to [Section 4.3.1], written notice to Fate that the exercise of the Commercial Option will be subject to Competition Law Filings. If Janssen so notifies Fate, the provisions of [Section 17.12] shall apply. Fate shall provide to Janssen any information reasonably requested by Janssen in its assessment of potential notifications under applicable Competition Laws pursuant to this [Section 4.3.2]. In such event, the applicable Commercial Option Term will automatically be tolled until the Clearance Date, and the Exercise Effective Date will be deemed to be the date that is the Clearance Date. Following the earlier occurrence of: # the FTC or DOJ obtains a preliminary injunction against the Parties to enjoin the transactions contemplated by the applicable Exercise Notice or # the Clearance Date does not occur within ​ days after the Competition Law Filing, Janssen shall have the right, but not the obligation, to withdraw the applicable Exercise Notice by delivery of written notice to Fate. Immediately upon such a withdrawal, the applicable Exercise Notice shall become null and void and have no further force or effect, the Commercial Option Term shall expire and the applicable Pre-IND Collaboration Candidate shall be deemed to be a Discontinued Collaboration Candidate.

Seller and Buyer shall file, or shall cause their ultimate parent entities as defined in the HSR Act and its implementing rules thereto to file, as soon as practicable (but not later than seven (7) Business Days) after the Effective Date, any notifications required under the HSR Act, and shall respond as promptly as practicable to all inquiries or requests received from the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Entity for additional information or documentation. In connection therewith, the Parties shall, or shall cause their respective Affiliates to, # furnish 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 # keep the other Party reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from the applicable Governmental Entity.

terminate any Contract or other business relationship as may be required to obtain any necessary clearance of any Antitrust Authority or to obtain termination of any applicable waiting period under any Antitrust Laws;

AWV Clearance. The German Federal Ministry for Economic Affairs and Energy has issued a certificate of non-objection (Unbedenklichkeitsbescheinigung) pursuant to [Sec. 58] of the German Foreign Trade Ordinance (Auβenwirtschaftsverordnung - AWV), or such certificate is deemed to have been issued in accordance with the provisions of AWV, or the German Federal Ministry for Economic Affairs and Energy decides not to order an investigation of the purchase under AWV, or the German Federal Ministry for Economic Affairs and Energy does not issue a prohibitive order or an order with requirements to safeguard the public order and safety of the Federal Republic of Germany.

IND Clearance. Within ​ days after Lytix receives a “study may proceed” letter from the FDA for the Product in the Retained Field, Verrica shall pay to Lytix a one-time payment of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000).

Antitrust Clearance. Any applicable waiting period, together with any extensions thereof, under any applicable Regulatory Laws shall have expired or been terminated. All waivers, consents, clearances, approvals and authorizations under the Regulatory Laws set forth on ‎[Section 4.5] of the Disclosure Schedules with respect to the Transaction shall have been obtained and shall remain in full force and effect.

The transactions are subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act and expected to close in [[Unknown Identifier]] 2018.

Unless this Agreement shall have been validly terminated in accordance with [Section 7.1], Buyer, Seller and BPI shall, as promptly as practicable (but no later than ten (10) Business Days) after the Effective Date, file with the Federal Trade Commission and the Department of Justice the premerger notification and report form required as a result of the contemplated purchase and sale of the Purchased Assets and the other transactions contemplated hereby, and shall include any supplemental information requested in connection therewith, pursuant to the HSR Act. Any such filing, notification and report form and supplemental information shall be in compliance with the requirements of the HSR Act. The Parties shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act. The Parties shall # cooperate with one another and keep one another apprised of the status of any communications with, and any inquiries or requests for additional information from, the Federal Trade Commission, the Department of Justice or any other applicable Governmental Entity, # comply promptly with any such reasonable inquiry or request, # subject to applicable Legal Requirements, consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions contemplated by this Agreement by or on behalf of any Party, # not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat, and # furnish the other Party (or, in respect of competitively sensitive materials, solely to the other Party’s outside counsel) with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between a Party or its Affiliates, on the one hand, and any Governmental Entity, on the other hand, with respect to the transactions contemplated hereunder or any investigation with respect to the transactions contemplated hereunder. Buyer shall bear, and promptly satisfy, all costs and expenses associated with all filing fees and other charges for the filing under the HSR Act by all Parties. Nothing contained in this Agreement shall require any Party to disclose to the other Party or its outside counsel # documents filed pursuant to Item 4(c) and 4(d) of the Notification and Report Form under the HSR Act or communications regarding the same documents, # information submitted in response to any request for additional information, documents which reveal such Party’s negotiating objectives or strategies regarding the transactions contemplated hereunder # information relating to businesses and investments of Buyer or its Affiliates, # any information for which disclosure is prohibited by any Governmental Entity or # any information for which disclosure would waive applicable legal privilege.

Antitrust Clearance. Any applicable waiting period, together with any extensions thereof, under any applicable Regulatory Laws shall have expired or been terminated. All waivers, consents, clearances, approvals and authorizations under the Regulatory Laws set forth on ‎[Section 4.5] of the Disclosure Schedules with respect to the Transaction shall have been obtained and shall remain in full force and effect.

“Initial Antitrust Clearance” has the meaning ascribed to it in the Transaction Agreement.