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 regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in determining whether, and to what extent, Third Party intellectual property rights may affect Compound and/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 Compound and/or Products. Accordingly, the Parties agree that all such information and materials obtained by GBT and Roche from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement. All 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 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 any other Party. The Parties acknowledge that [***].

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement ARTICLE 6 by one Party to the other Party regarding Prosecution and Maintenance of Forma IP or Joint IP or enforcement of intellectual property and/or technology owned by or against Third Parties, the Parties Forma Inc. and Celgene agree that they have a common legal interest in determining the ownership, scope, validity and/or enforcement of Forma IP and/or Joint IP, and whether, and to what extent, Third Party intellectual property rights may affect the conduct of the research, development, manufacture and commercialization of any Licensed Compound and/or Productsor Licensed 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 research, development, manufacturing, or commercialization of any Licensed Compound and/or Productsor Licensed Product. Accordingly, the Parties agree that all such information and materials obtained by GBT and Roche 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. 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 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 any the other Party. The Parties acknowledge that [***].

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Termination Agreement by one Party to the each other regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in determining whether, and to what extent, Third Party intellectual property rights may affect Compound and/or the Reversion 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 Compound and/or Reversion Products. Accordingly, the Parties agree that all such information and materials obtained by GBT BPM and Roche from each other will be used solely for purposes of the Parties’ common legal interests with respect to work performed during the conduct term of this Agreement and under the AgreementWinddown Plan. All 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 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 any the other Party. The Parties acknowledge that [***].

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement by one Party to the other regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in determining whether, and to what extent, Third Party intellectual property rights may affect Compound and/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 Compound and/or Products. Accordingly, the Parties agree that all such information and materials obtained by GBT and Roche from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement. All 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 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 any other Party. The Parties acknowledge that [***].. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement Article 10 by one Party to the other Parties regarding intellectual property and/or Prosecution and Maintenance of the Licensed IP, or enforcement of Intellectual Property or technology owned by or against Third Parties, the Parties agree that they have a common legal interest in determining the ownership, scope, validity and enforcement of Licensed IP, and whether, and to what extent, Third Party intellectual property Intellectual Property rights may affect Compound and/or Productsthe conduct of the Development, Manufacture and Commercialization of any Licensed 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 Intellectual Property rights relating to the Compound and/or Productsresearch, Development, Manufacturing, or Commercialization of any Licensed Product. Accordingly, the Parties agree that all such information and materials obtained by GBT and Roche the Parties from each other will shall be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement. All such information and materials will shall be treated as protected by the attorney-client privilege, the work MACROBUTTON DocID \\4126-6252-2948 v34 product privilege, and any other privilege or immunity that may otherwise be applicable. By sharing any such information and materials, neither no Party intends to waive or limit any privilege or immunity that may apply to the shared information and materials. Neither No Party shall have the authority to waive any privilege or immunity on behalf of the other Party Parties without such other Party’s Parties’ prior written consent, nor shall the waiver of privilege or immunity resulting from the conduct of one Party be deemed to apply against any the other Party. The Parties acknowledge that [***]Parties.

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement by one Party to the each other regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in determining whether, and to what extent, Third Party intellectual property rights may affect Compound Compounds and/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 Compound Compounds and/or Products. Accordingly, the Parties agree that all such information and materials obtained by GBT Millendo and Roche from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement. All 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 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 any other Party. The Parties acknowledge that [***].

Common Interest Disclosures. With regard to any information or opinions (including materials) disclosed pursuant to this Agreement by one Party to the other Party regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in determining whether, and to what the extent, Third Party intellectual property rights may affect Compound and/or Productsthe conduct of the Exploitation of any 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 Compound development, commercialization, marketing, sale and/or Productsuse of any Product. Accordingly, the Parties agree that all such information and materials obtained by GBT and Roche one Party from each the other Party will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the this Agreement. All 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 materialsinformation, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materialsinformation. 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 any other Party. The Without limiting the foregoing, the Parties acknowledge and agree that [***]they may enter into a more robust common interest agreement at a later date, which common interest agreement would supersede this Section 9.4.

Common Interest Disclosures. With regard to any information or opinions disclosed exchanged pursuant to this Agreement by one Party to the other Parties (or their Affiliates) regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in Execution Version coordinating Prosecution and Maintenance of their respective Patent Rights, as set forth in this Article 8, and in determining whether, and to what extent, Third Party intellectual property rights may affect Compound and/or the conduct of the Development, Manufacturing or Commercialization of Licensed Compounds and 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 rights relating to the Compound and/or Development, Manufacturing or Commercialization of Licensed Compounds and Licensed Products. Accordingly, the Parties Day One and MabCare agree that all such information and materials obtained by GBT and Roche Day One or MabCare from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement. All information and materials will be treated as protected by the attorney-client 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 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 any other Party. The Parties acknowledge that [***].

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement by one Party to the other regarding intellectual property and/or technology owned by Third Parties, the Parties agree that they have a common legal interest in determining whether, and to what extent, Third Party intellectual property rights may affect Compound Compounds and/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 Compound Compounds and/or Products. Accordingly, the Parties agree that all such information and materials obtained by GBT PEGA1 and Roche from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the Agreement. All information and materials will be treated as protected by the attorney-client privilege, the attorney-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 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 any other Party. The Parties acknowledge that [***]PEGA1 is responsible to perform due diligence and to secure its own freedom to operate study or opinion in connection with the manufacture, use, sale, offer for sale and importation of the Compound and Products from counsel of PEGA1’s choice.

Common Interest Disclosures. With regard to any information or opinions disclosed pursuant to this Agreement by one Party to the other regarding intellectual property and/or technology owned by Third Parties, the Parties Biontech or Genmab (or their respective Affiliates), Biontech and Genmab agree that they have a common legal interest in coordinating prosecution of their respective patent applications, as set forth in this Section 12, and in determining whether, and to what extent, Third Party intellectual property rights may affect Compound the conduct of the development, manufacturing, marketing and/or sale of LCA Products or Unilateral 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 Compound development, manufacturing, marketing and/or sale of LCA Products and Unilateral Products. Accordingly, the Parties Biontech and Xxxxxx agree that all such information and materials opinions obtained by GBT Biontech and Roche Genmab from each other will be used solely for purposes of the Parties’ common legal interests with respect to the conduct of the this Agreement. All information and materials opinions 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 materialsopinions, neither Party intends to waive or limit any privilege or immunity that may apply to the shared information and materialsopinions. 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 any other Party. The Parties acknowledge that [***].