Filings. All filings (including UCC filings) necessary in any jurisdiction to give the Borrower a first priority, validly perfected ownership interest in the Receivables (other than any related security with respect thereto, to the extent that an ownership interest therein cannot be perfected by the filing of a financing statement), and to give the Administrative Agent a first priority perfected security interest therein, will be made on the Closing Date.

Filings. Proper financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect.

Public Filings. Promptly upon the filing thereof, copies of all registration statements, current reports and annual, quarterly, or other regular reports which the Company files with the Commission, including, without limitation, all reports on Form 10-K, 10-Q and 8-K and all certifications and other filings required by [Section 302] and Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations related thereto; and

Regulatory Filings. To the extent required in connection with any of the transactions or other matters contemplated by this Agreement or any of the other Transaction Documents, the Company and the Purchaser shall as soon as reasonably practicable make any filings and apply for any approvals or consents that are required under any applicable antitrust laws, stock exchange regulations or otherwise.

Regulatory Filings. To the extent required in connection with the exercise of any Warrants (the “Exercise Transactions”), the Company and the Holder shall as soon as reasonably practicable (but in no event more than 10 business days) following written request by Holder, make any filings and apply for any approvals or consents that are required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) or any other applicable Antitrust Laws with respect to the Exercise Transactions and the Company and Holder shall, to the extent permitted under applicable law, # cooperate and coordinate, subject to all applicable privileges (including the attorney-client privilege), with the other in the making of any filings or submissions that are required to be made under any applicable Antitrust Laws or requested to be made by any Governmental Authority in connection with the Exercise Transactions, # supply the other or its outside counsel with any information that may be required or requested by any Governmental Authority in connection with such filings or submissions, # supply any additional information that may be required or requested by the Federal Trade Commission, the Department of Justice, or other Governmental Authorities in which any such filings or submissions are made under any applicable Antitrust Laws as promptly as practicable, and # use their respective reasonable best efforts consistent with applicable law to cause the expiration or termination of the applicable waiting periods under any applicable Antitrust Laws as soon as reasonably practicable. Subject to applicable law relating to the exchange of information, the Holder shall have the right, with reasonable consideration of the Company’s comments, # to direct all matters with any Governmental Authority relating to the Exercise Transactions and # to review in advance, and direct the revision of, any filing, application, notification, or other document to be submitted by the Company to any Governmental Authority under any Antitrust Law. Neither party shall, without the prior written consent of the other party (which shall not be unreasonably withheld), participate in any meeting or substantive discussion with any Governmental Authority relating to the Exercise Transactions unless such party consults with the other party in advance and, to the extent permitted by such Governmental Authority, grants the other party the opportunity to attend and participate in such discussions. In furtherance of this [Section 8(a)], if any objections are asserted with respect to the Exercise Transactions under the HSR Act, any other applicable Antitrust Law or any other applicable law or if any legal proceeding is instituted (or threatened to be instituted) by the Federal Trade Commission, the Department of Justice, or any other Governmental Authority challenging the Exercise Transactions or that would otherwise prohibit or materially impair or delay the consummation of the Exercise Transactions (an “Antitrust Restriction”), the Company and the Holder shall use their respective reasonable best efforts to resolve any such objections or lawsuits or other proceedings (or threatened proceedings) so as to permit consummation of the Exercise Transactions as soon as reasonably practicable. For as long as this Warrant is outstanding, the Company shall (subject to any restrictions on provision of such information under applicable law) as promptly as reasonably practicable provide such information regarding the Company and its subsidiaries as the Holder may reasonably request in order to determine what antitrust requirements may exist with respect to the Exercise Transactions. As used herein, # “Antitrust Laws” means the HSR Act and any applicable antitrust, competition or merger control laws or regulations, and # “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

Regulatory Filings. Graphite may request WuXi ATU to assist with authoring manufacturing and cGMP related sections of the regulatory filings. If such work is needed it will be included as a part of a Work Order. If the Services relate to any cGMP Manufacturing of Product, then prior to filing with the Regulatory Authority any clinical trial application, including any U.S. Investigational New Drug Application, amendments thereto, or EU Investigational Medicinal Product Dossier or Quality Module of the Common Technical Document (the “CTD”), Graphite will provide to WuXi ATU a copy of any documentation that is equivalent to these applications that relates to the application. This disclosure will permit WuXi ATU to review and verify, at Graphite’s reasonable cost, that the application accurately describes the Services that WuXi ATU has performed and the Manufacturing and testing processes that WuXi ATU will perform under a Work Order.

SEC Filings. Promptly after the same are publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration statements which Holdings or the ​ or any Restricted Subsidiary files with the SEC (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative ​), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative ​ pursuant to any other clause of this [Section 6.02]; provided that notwithstanding the foregoing, the obligations in this [Section 6.02(b)] may be satisfied by as such information being publicly available on the SEC’s EDGAR website.

UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording), UCC Financing Statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection.

FINRA Filings. Be primarily responsible for any necessary Rule 5110 FINRA filings regarding compensation arrangements of the MB by reason of the Offering; and

regulatory filings and other filings with Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to a Product as permitted hereunder;

Except as set forth herein, all of the Company’s SEC reports, at the time filed (or if amended prior to the date hereof, when so amended), complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC reports and did not at the time they were filed (or if amended prior to the date hereof, when so amended) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC reports or necessary in order to make the statements in such Company SEC reports, in the light of the circumstances under which they were made, not misleading, in any material respect.

No Conflict; Required Filings and Consents. Except as set forth in [Schedule 2.5] of the Company Schedules:

The execution and delivery of this Agreement and each Ancillary Agreement to which BRPA and Merger Sub are party by BRPA and Merger Sub does not and will not, and the consummation by BRPA and Merger Sub of the transactions contemplated hereby and thereby does not and will not, and the performance of this Agreement and each such Ancillary Agreements by BRPA and Merger Sub shall not: # conflict with or violate their respective Charter Documents, # conflict with or violate any applicable Legal Requirements, # result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair BRPA’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of BRPA or Merger Sub (other than Permitted Liens) pursuant to, any BRPA Contracts or # result in the triggering, acceleration or increase of any payment to any Person pursuant to any BRPA Contract, including any “change in control” or similar provision of any BRPA Contract, except, with respect to [clauses (ii), (iii) and (iv)])])], for any such conflicts, violations, breaches, defaults, impairments, alterations triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a BRPA Material Adverse Effect.

Form D and Blue Sky Filings. The Company agrees to file one or more Forms D with the SEC and all required state securities agencies on a timely basis as required under Regulation D under the 1933 Act and applicable state blue sky laws, rules and regulations.

Beneficial Ownership Filings; Notice of Depositary. Promptly upon execution hereof, Buyer will file an amended [Schedule 13D]/A with the SEC, including a copy of this Agreement, and provide similar disclosures under other applicable laws, including Finnish law. At the Depositary’s discretion, the Depositary may release a market announcement notifying market participants of this Agreement and that, pursuant to the terms of the Deposit Agreement, holders of ADSs will be entitled to their pro rata share (on a per ADS basis) of net cash proceeds from any sale of the Buyer Shares (after giving effect to any deductions provided for under the Deposit Agreement) by the Depositary.

No Conflict; Required Filings and Consents. The execution and delivery by such Seller of this Agreement does not, and the execution and delivery by such Seller of the other Transaction Documents to which such Seller is a party and the performance of this Agreement and such other Transaction Documents will not, # conflict with or violate any Law applicable to such Seller or any of its respective Affiliates or by which any property or asset of such Seller or any of its respective Affiliates is bound or affected; # Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract, or # result in the creation of a Lien on any property or asset of Seller or any of its respective Affiliates. Subject to the Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party does not, and the performance of this Agreement and such other Transaction Documents by such Seller will not, require any consent, approval, authorization or permit of or filing with or notification to, any third party, including, but not limited to, any Governmental or Regulatory Authority.

filings with the United States Patent and Trademark Office, the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions;

the Administrative Agent shall have received searches of filings in the applicable filing offices and new Filings in connection with the security interests granted by the New Fund Group Borrowers and the New ​, and reasonably acceptable to the Administrative Agent;

. The Buyer acknowledges and agrees that it is responsible for making its own determinations with respect to Tax filings post-Closing and it shall not rely on the pre-Closing practices of the Sellers or any Target Company with respect to such filings.