Common use of Common Interest Disclosures Clause in Contracts

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement by one Party to the other Party regarding Prosecution and Maintenance of Patent within the Bluebird IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or technology by or against Third Parties, Bluebird and Celgene agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene IP or Collaboration IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Development and commercialization of any Product Candidate, 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 the Development or commercialization of any Product Candidate. Accordingly, the Parties agree that all such information and materials obtained by the Parties from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunder. All such information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party will have the authority to waive any privilege or immunity on behalf of the other Party without such other Party’s prior written consent, nor will the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 will be subject to any right granted by Bluebird to any Third Party or by Celgene to any Third Party, provided that the grant of such right to such Third Party does not conflict with the other Party’s rights or a Party’s obligations under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this License Agreement by one Party to the other Party regarding Prosecution and Maintenance of Patent within the Bluebird Licensed IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or technology by or against Third Parties, Bluebird and Celgene agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene IP or Collaboration Licensed IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Development and commercialization Commercialization of any Product CandidateLicensed Product, 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 the Development or commercialization Commercialization of any Product CandidateLicensed Product. Accordingly, the Parties agree that all such information and materials obtained by the Parties from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunderAgreement. All such information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party will have the authority to waive any privilege or immunity on behalf of the other Party without such other Party’s prior written consent, nor will the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 will be subject to any right granted by Bluebird to any Third Party or by Celgene to any Third Party, provided that the grant of such right to such Third Party does not conflict with the other Party’s rights or a Party’s obligations under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this CCPS Agreement by one Party to the other Party regarding Prosecution and Maintenance of Patent within the Bluebird Licensed IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or technology by or against Third Parties, Bluebird and Celgene agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene IP or Collaboration Licensed IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Development and commercialization Commercialization of any Product CandidateLicensed Product, 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 the Development or commercialization Commercialization of any Product CandidateLicensed Product. Accordingly, the Parties agree that all such information and materials obtained by the Parties from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunderAgreement. All such information and materials will be treated as protected by the attorney-client privilege, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party will have the authority to waive any privilege or immunity on behalf of the other Party without such other Party’s prior written consent, nor will the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 13.10 will be subject to any right granted by Bluebird to any Third either Party or by Celgene to any Third Party, provided that the grant of such right to such Third Party does not conflict with the other Party’s rights or a the first Party’s obligations under this CCPS Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement by one Party to the other Party regarding Prosecution and Maintenance of Patent within the Bluebird IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or technology by or against Third Parties, Bluebird and Celgene agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene IP or Collaboration IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Development and commercialization of any Product Candidate, 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 the Development or commercialization of any Product Candidate. Accordingly, the Parties agree that all such information and materials obtained by the Parties from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunder. All such information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party will have the authority to waive any privilege or immunity on behalf of the other Party without such other Party’s prior written consent, nor will the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 7.6 will be subject to any right granted by Bluebird to any Third Party or by Celgene to any Third Party, provided that the grant of such right to such Third Party does not conflict with the other Party’s rights or a Party’s obligations under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Common Interest Disclosures. With regard to any information or opinions disclosed in connection with the delivery of a Drug Candidate Data Package or pursuant to this Agreement Section 7.8, 7.9, or 7.11 by one Party to the other Party regarding evaluation of Company IP or Joint Collaboration IP, Prosecution and Maintenance of Patent within the Bluebird Company IP or Joint Collaboration IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or or technology by or against Third Parties, Bluebird Company and Celgene agree that they have a common legal interest in determining the ownership, scope, validity and/or or enforcement of the Bluebird IP, Celgene Company IP or and Joint Collaboration IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Development Development, Manufacture and commercialization Commercialization of any Product CandidateCollaboration Target, Collaboration Candidate or Collaboration Product, 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 the Development Development, Manufacture or commercialization Commercialization of any Product CandidateCollaboration Target, Collaboration Candidate or Collaboration Product. Accordingly, the Parties agree that all such information and materials obtained by the Parties from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunderthis Agreement. All such information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party will have the authority to waive any privilege or immunity on behalf of the other Party without such other Party’s prior written consent, nor will the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 will be subject to any right granted by Bluebird to any Third Party or by Celgene to any Third Party, provided that the grant of such right to such Third Party does not conflict with the other Party’s rights or a Party’s obligations under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Common Interest Disclosures. With regard to any information information, opinions or opinions other materials disclosed pursuant to this Agreement by one Party to the other Party regarding Prosecution and Maintenance of Patent within the Bluebird IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or or technology owned by or against Third Parties, Bluebird ONO and Celgene FATE agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene IP or Collaboration IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct performance of the Development and commercialization Research, Development, manufacturing or Commercialization of any Product CandidateCollaboration Products, 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 the Development performance of the Research, Development, manufacturing or commercialization Commercialization of any Product CandidateCollaboration Products. Accordingly, the Parties ONO and FATE agree that all such information information, opinions and other materials obtained by the Parties ONO and FATE from each other will be used solely for purposes of the Parties’ common legal interests * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. with respect to the conduct of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunderthis Agreement. All such information information, opinions and other materials will shall be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information information, opinions and other materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information information, opinions and other materials. Neither Party will shall have the authority to waive any privilege or immunity on behalf of the other Party with respect to such information, opinions and other materials without such other Party’s prior written consent, nor will shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 will be subject to any right granted by Bluebird to any Third Party or by Celgene to any Third Party, provided that the grant of such right to such Third Party does not conflict with the other Party’s rights or a Party’s obligations under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement Article 9 by one Party to the other Party regarding Prosecution and Maintenance of Patent within the Bluebird SUTRO IP or CELGENE IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or technology by or against Third Parties, Bluebird SUTRO and Celgene CELGENE agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene such SUTRO IP or Collaboration and CELGENE IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Development research, development, manufacture and commercialization of any Product Candidate, BAC or ADC Directed to any Target Combination 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 the Development research, development, manufacturing, or commercialization of any Product CandidateBAC or ADC Directed to any Target Combination. Accordingly, the Parties agree that all such information and materials obtained by the Parties from each other in connection with the matters described above, including certain legally privileged documents, information, factual materials, mental impressions, memoranda, and client communications, whether oral or written (“Defense Materials”), will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement and or as otherwise for each Party to exercise its rights and perform its obligations hereunderpermitted under this Agreement. All such information and materials Defense Materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materialsDefense Materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materialsDefense Materials. Neither Party will 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 will shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any the other Party. This Section 9.6 The Parties mutually agree as follows: (a) Neither Party nor its agents will disclose Defense Materials (or the contents thereof) originating from the other Party (“Received Materials”) to anyone except directors, officers, employees and agents (including counsel) of the receiving Party who would be subject included within the scope of the applicable legal privilege for the receiving Party’s comparable material (“Qualified Recipient”), unless the receiving Party first obtains the consent in writing of the Party that is the source of the Received Materials, except to any right granted the extent that such Received Materials: (i) are now or hereafter become, through no breach of this Agreement by Bluebird the receiving party, generally known or available; (ii) are known by the receiving party at the time of receiving such materials, as evidenced by its pre-existing written records; (iii) are hereafter furnished to any Third Party or the receiving party by Celgene to any a Third Party, provided as a matter of right and without restriction on disclosure; and/or (iv) are hereafter independently developed by the receiving party without reference to or reliance upon the Received Materials and without any breach of this Agreement (with each of (i), (ii), (iii), and/or (iv) being an “Exception”). It is further agreed that all persons permitted access to Defense Materials shall be advised that the grant Defense Materials are privileged and subject to the terms of this Section 9.9. Defense Materials (including all copies thereof and the relevant portions of any notes or other documents reflecting oral Defense Materials or the contents of Defense Materials) shall be returned upon request at any time to the Party (or their designee) that furnished or permitted access to them. Defense Materials also shall be returned promptly to the Party (or their designee) who furnished or permitted access to them in the event either Party concludes that the Parties no longer have a common interest in the matter or if for any reason this Agreement is terminated. In the event that the Defense Materials have been incorporated into notes, memoranda or other work-product, the Party may in lieu of returning the documents destroy those portions that reflect Defense Materials and confirm in writing that such destruction has occurred. The obligation the Parties and their agents not to disclose Defense Materials, except in accordance with this Section 9.9, shall not be affected by the return or destruction of such right to such Third Party does not conflict with materials or the other Party’s rights or a Party’s obligations under termination of this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”Should either Party testify in any proceeding, counsel for the other Party will not be disqualified from cross-examining the testifying Party for any reason arising out of the existence of this Section 9.9, including the ground that such counsel has been privy to attorney-client communications pursuant to this Section 9.9. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Defense Materials or their contents will not, AS AMENDEDhowever, be used in any way in or in connection with any such cross-examination, unless an Exception exists. Notwithstanding the foregoing, nothing contained in this Section 9.9 shall be deemed to create an attorney-client relationship between CELGENE’s counsel and SUTRO and its Affiliates on the one hand, nor between SUTRO’s counsel and CELGENE and its Affiliates, on the other hand. (b) The Parties and their agents may use Defense Materials only for the purposes set forth above. Defense Materials will not be used for any other purpose. In particular, the Parties understand and agree that Received Materials and the contents of such Received Materials, will not be used at any time against the Party who provided or granted access to the Received Materials, even if such Party develops adverse interests in litigation or otherwise, unless an Exception exists. (c) If another Person requests or demands, by subpoena or otherwise, any Received Materials, the receiving Party (or its agents) receiving the request or demand will immediately notify the supplying Party. The Person seeking the Received Materials will be informed that such Received Materials are privileged and may not be disclosed without the consent of the supplying Party furnishing or granting access to them unless ordered by a court or other legally authorized entity. Before any disclosure is made by a receiving Party, that Party will take all steps necessary and appropriate to facilitate the assertion of all applicable rights and privileges with respect to such Received Materials, including permitting the supplying Party a reasonable opportunity to intervene and be heard, and otherwise cooperating with the supplying Party to enable that Party to take any other appropriate steps to protect its rights under this Section 9.9. (d) This Section 9.9 is binding on each Party’s agents, including counsel, and employees. The Defense Materials received from one Party will not be disseminated to any agent that is a qualified recipient (including counsel) representing the receiving Party without informing such agent that the Defense Materials are subject to attorney-client privilege, work product and other privileges, and providing such agent a copy of the relevant portions of this Agreement. Furthermore, any disclosure in accordance with this subclause (d) will not diminish in any way the confidentiality of the Defense Materials disclosed and will not constitute a waiver of any applicable privilege. (e) Specific performance and/or injunctive relief is an appropriate remedy to complete compliance with the provisions of this Section 9.9. ARTICLE X

Common Interest Disclosures. The Parties: (a) share a common legal and commercial interest in such disclosure that is subject to such privileges and protections; (b) are or may become joint defendants in proceedings to which the information covered by such protections and privileges relates; (c) intend that such privileges and protections remain intact should either Party become subject to any actual or threatened proceeding to which the disclosing Party’s Confidential Information covered by such protections and privileges relates; and (d) intend that after the Effective Date both the receiving Party and the disclosing Party shall have the right to assert such protections and privileges. With regard to any information or opinions disclosed pursuant to this Agreement by one Party to the each other Party regarding Prosecution and Maintenance of Patent within the Bluebird IP, Celgene IP Intellectual Property or Collaboration IP or enforcement or defense of intellectual property and/or technology owned by or against Third Parties, Bluebird and Celgene the Parties agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene IP or Collaboration IP, and whether, and to what extent, Third Party intellectual property Intellectual Property rights may affect the conduct of the Development and commercialization of any Product CandidateResearch Program or Licensed Products, 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 Intellectual Property rights relating to the Development conduct of the Research Program or commercialization of any Product CandidateLicensed Products. Accordingly, the Parties agree that all such information and materials obtained by the Parties Adaptimmune and GNE from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunderthis Agreement. All such information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party will 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 will shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 will be subject to any right granted by Bluebird to any Third Party or by Celgene to any Third Notwithstanding the foregoing, neither Party, provided that the grant of such right to such Third Party does not conflict with ’s attorney represents the other Party’s rights . Neither Party is waiving, nor shall be deemed to have waived or diminished, any of its attorney work product ​ protections, attorney-client privileges or similar protections and privileges or the like as a result of disclosing information pursuant to this Agreement or any of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the receiving Party’s obligations under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDregardless of whether the disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections.

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement by one Party to the each other Party regarding Prosecution and Maintenance of Patent within the Bluebird IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or technology owned by or against Third Parties, Bluebird and Celgene the Parties agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene IP or Collaboration IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Development and commercialization of any Product CandidateCollaboration Plan, the Preclinical Plan(s), the Clinical Plan(s), and/or Compounds and/or Products and/or Shared Products, 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 the Development or commercialization conduct of any Product Candidatethe Collaboration Plan, the Preclinical Plan(s), the Clinical Plan(s), Compounds and/or Products. Accordingly, the Parties agree that all such information and materials Materials obtained by the Parties Vividion and Roche from each other pursuant to this Article 17 will be used solely for purposes of the Parties’ common legal interests with respect to Handling, enforcement and defense of intellectual property rights pursuant to the conduct terms of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunderthis Article 17. All such information and materials Materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materialsMaterials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materialsMaterials. Neither Party will 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 will shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 will be subject to any right granted by Bluebird to any Third Party or by Celgene to any Third Notwithstanding the foregoing, neither Party, provided that the grant of such right to such Third Party does not conflict with ’s attorney represents the other Party’s rights or a Party’s obligations under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Common Interest Disclosures. With regard to any privileged information or opinions and materials, including legal opinions, disclosed pursuant to this Agreement by one Party to the other Party regarding Prosecution and Maintenance of Patent within the Bluebird IP, Celgene IP or Collaboration IP or enforcement or defense of intellectual property and/or or technology owned by or against Third Parties, Bluebird and Celgene the Parties agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of the Bluebird IP, Celgene IP or Collaboration IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the Development and commercialization of any Product CandidateProgram or Collaboration Compounds or Products, 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 the Development conduct of the Program or commercialization of any Product CandidateCollaboration Compounds or Products. Accordingly, the Parties agree that all such privileged information and materials obtained by the Parties Hxxxxxx and Roche from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct as described in sentence 1 of the Agreement and otherwise for each Party to exercise its rights and perform its obligations hereunderthis Section 13.12. All such information and materials will be treated as protected by the attorney-client privilege, the work product privilege, and any other privilege or immunity that may otherwise be applicable. When disclosing any such information and materials to the other Party, the disclosing Party shall mark such information and materials as “confidential and subject to the common interest doctrine and/or joint defense agreement” and the receiving Party shall treat such information and materials in strict confidence in accordance with Article 17 or as otherwise agreed between the Parties in writing, including in a joint defense agreement. By sharing any such information and materials, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither Party will 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 will shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any other Party. This Section 9.6 will be subject to any right granted by Bluebird to any Third Party or by Celgene to any Third Notwithstanding the foregoing, neither Party, provided that the grant of such right to such Third Party does not conflict with ’s attorney represents the other Party’s rights or a Party’s obligations under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.