Common Interest Disclosures and Agreement. With regard to any information, materials or opinions disclosed relating to the freedom to operate under the licenses granted hereunder, which information, materials or opinions are regarding intellectual property or technology owned by Third Parties that may affect the conduct of Company and the activities contemplated by this Agreement, the Parties agree that they have a common legal interest in determining whether, and to what extent, such Third Party intellectual property rights may affect the conduct of Company and the activities contemplated by this Agreement, and have a further common legal interest in defending against any actual or prospective Third Party claims based on allegations of misuse or infringement of intellectual property rights relating to Company. All such information, materials and opinions will be treated if applicable as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity from discovery that may otherwise be applicable. By sharing any such information, materials or opinions, neither Party intends to waive or limit any privilege or immunity from discovery that may apply to the shared information and materials. Neither Party shall have the authority to waive any privilege or immunity on behalf of the other Party without such other Party’s prior written consent, nor shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against the other Party. In addition, with regard to (i) the prosecution of Patents for intellectual property developed by or on behalf the Company and governed by the Collaboration Agreement and (ii) other relevant matters, the Parties shall enter into (with TOTAL) a reasonable common interest agreement, with the consent to the terms not to be unreasonably withheld.
