Common use of Confidential Clause in Contracts

Confidential. Other than the press release set forth in Exhibit B, the Parties agree that any other news release or other public announcement relating to this Agreement or the performance hereunder that would disclose information other than that already in the public domain, shall first be reviewed and approved by the Parties (with such approval not to be unreasonably withheld or delayed); provided, however, that (A) as of the time ARES TRADING is solely responsible for the Development of the Product, ARES TRADING may make such press releases as it deems fit to report on the Development or Commercialization of such Product in its sole discretion, and (B) as of the time ARES TRADING declines to exercise the Intrexon Program Option for an Out-of-Scope Product, Intrexon may make such press releases as it deems fit to report on the Development or Commercialization of such Out-of-Scope Product in its sole discretion. Notwithstanding the foregoing, each Party shall have the right to disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the receipt of any milestone payments under this Agreement and the event giving rise to such payment; (iii) Regulatory Approval of any Product; (iv) the First Commercial Sale of any Product; (v) royalties received from ARES TRADING (without disclosing the royalty rate); and (vi) disclosures required by applicable law. For each such disclosure, unless either Party otherwise has the right to make such disclosure under this Article 10, such Party shall provide the other Party with a draft of such disclosure at least [*****] days prior to its intended release for such Party’s review and comment, and shall consider the other Party’s comments in good faith. If the Party does not receive comments from the other Party within [*****] business days, such Party shall have the right to make such disclosure without further delay.

Confidential. Other than the press release set forth i. The breach of any warranty, representation or covenant by such party, in Exhibit B, the Parties agree this Agreement; ii. Any claim that any Private Label Auction Site or any or all information, service or content provided by such party to the other news release party or other public announcement relating made available to third parties by such party, in connection with this Agreement infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii. Any claim based on property damage or personal injury resulting from the performance gross negligence or willful or reckless misconduct of such party. A party seeking indemnification hereunder that would disclose information will promptly notify the other than that already party of any and all such claims and will reasonably cooperate with such other party in the public domaindefense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the indemnified party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall first be reviewed and approved by require the Parties indemnified party's written consent (with such approval not to be unreasonably withheld or delayed); provided) and the indemnified party may, however, that (A) as of the time ARES TRADING is solely responsible for the Development of the Product, ARES TRADING may make such press releases as it deems fit to report on the Development or Commercialization of such Product in at its sole discretioncost and expense, have its own counsel in attendance at all proceedings and (B) as of the time ARES TRADING declines to exercise the Intrexon Program Option for an Out-of-Scope Product, Intrexon may make such press releases as it deems fit to report on the Development or Commercialization of such Out-of-Scope Product in its sole discretion. Notwithstanding the foregoing, each Party shall have the right to disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the receipt of any milestone payments under this Agreement and the event giving rise substantive negotiations relating to such payment; (iiiclaim. d) Regulatory Approval of any Product; (iv) the First Commercial Sale of any Product; (v) royalties received from ARES TRADING (without disclosing the royalty rate); and (vi) disclosures required by applicable law. For each such disclosureEXCEPT AS SPECIFIED IN THIS AGREEMENT, unless either Party otherwise has the right to make such disclosure under this Article 10INCLUDING ALL EXHIBITS, such Party shall provide the other Party with a draft of such disclosure at least [*****] days prior to its intended release for such Party’s review and commentNEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, and shall consider the other Party’s comments in good faith. If the Party does not receive comments from the other Party within [*****] business days, such Party shall have the right to make such disclosure without further delayINCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Confidential. Other than cause the press release set forth in Exhibit Bwaiting periods under the HSR Act to terminate or expire at the earliest possible date after the filing date. The Parties will, to the Parties agree that extent reasonably practicable, consult with one another prior to making any other news release filings, responses to inquiries, or other public announcement relating to contacts with the Federal Trade Commission (“FTC”) or Department of Justice (“DoJ”) concerning the transactions contemplated hereby. Each Party will bear its own expenses in connection with activities under this Agreement or the performance hereunder Section 7.6, except that would disclose information other than that already in the public domain, shall first Sanofi will be reviewed and approved by the Parties (with such approval not to be unreasonably withheld or delayed); provided, however, that (A) as of the time ARES TRADING is solely responsible for the Development fee due to the FTC in respect of such filing. Notwithstanding anything in this Agreement to the contrary, this Agreement will not become effective (with the exception of Section 3.2(g) and Exhibit G (in each case, solely to the extent transfers of Principia Know-How are designated therein to occur before the Effective Date) as well as Articles 11 and 12, Section 7.3, Section 7.4, this Section 7.6, Section 9.4 and Section 10.4) until such time as (a) the Parties shall have complied with all applicable requirements of the Product, ARES TRADING may make such press releases as it deems fit to report on HSR Act; (b) the Development or Commercialization of such Product in its sole discretion, and (B) as of waiting period under the time ARES TRADING declines to exercise the Intrexon Program Option for an Out-of-Scope Product, Intrexon may make such press releases as it deems fit to report on the Development or Commercialization of such Out-of-Scope Product in its sole discretion. Notwithstanding the foregoing, each Party HSR Act shall have the right expired or earlier been terminated with respect to disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (iic) any investigations opened by means of a second request or otherwise shall have been terminated, without action by a Government Authority to prevent the receipt of any milestone payments under Parties from implementing the transactions contemplated by this Agreement and with respect to the event giving rise to such payment; (iii) Regulatory Approval of any Product; (iv) the First Commercial Sale of any Product; (v) royalties received from ARES TRADING (without disclosing the royalty rate)U.S.; and (vid) disclosures required no requirements or conditions shall have been formally requested or imposed by applicable lawthe FTC or the DoJ in connection therewith which are not reasonably and mutually satisfactory to the Parties (collectively, the “HSR Condition” and the date upon which the HSR Condition is met will be referred to as the “Effective Date”). For each such disclosureclarity, unless achieving the HSR Condition will be the sole condition precedent to this entire Agreement coming into effect. In the event that the HSR Condition is not met within [*] from the date the filing required under the HSR Act is made, either Party otherwise has the right may terminate this Agreement upon written notice to make such disclosure under this Article 10, such Party shall provide the other Party with a draft of such disclosure at least [*****] days prior to its intended release for such Party’s review and comment, and shall consider the other Party’s comments in good faith. If the Party does not receive comments from the other Party within [*****] business days, such Party shall have the right to make such disclosure without further delay.

Confidential. Other than Notice”). If RBNV, or an Affiliate thereof, does not provide the press release set forth RBNV Notice, then Dynavax may deem the failure to answer as a negative response and shall be free to proceed with third-party transactions regarding such Supervax Program Product rights in Exhibit B, any and/or all of the Parties agree that any other news release or other public announcement relating to this Agreement or the performance hereunder that would disclose information other than that already countries mentioned in the public domainDynavax notice, without restriction. 3.1.2 Within [ * ] of receiving the RBNV Notice, Dynavax, or an Affiliate thereof, shall first be reviewed provide RBNV with a good faith written proposal for a development and approved by the Parties commercialization agreement (with such approval at a term sheet or greater level of detail, but not required to be unreasonably withheld at the level of a fully drafted agreement), which may, at Dynavax’s discretion, [ * ] for such Supervax Program Product in the specific country or delayedcountries (“Dynavax Proposal”); provided, however, that (A) as . 3.1.3 Within [ * ] of receipt by RBNV of the time ARES TRADING is solely responsible for Dynavax Proposal (“Negotiation Period”), RBNV and Dynavax, or their designated Affiliates, shall exercise their commercially reasonable efforts to negotiate, [ * ] the Development terms of such development and commercialization arrangement, including [ * ] . 3.1.4 Dynavax, or an Affiliate thereof, shall not offer more favorable terms, such as an offer that does not require the sharing of development costs (if the offer to RBNV included such sharing), than those offered to RBNV under Section 3.1.2 (if a proposal under such Section was required of Dynavax), within [ * ] from the expiration of the ProductNegotiation Period, ARES TRADING unless those terms have first been offered to, and rejected by, RBNV, which rejection or approval shall be provided within [ * ] of notification. A failure to respond within such [ * ] shall be considered a rejection. After such [ * ] period, Dynavax, RBG and their Affiliates shall be free to proceed with third-party transactions regarding such Supervax Program Products rights in any and/or all of the countries mentioned in the Dynavax notice, without restriction. Dynavax is entitled to provide the Dynavax Notice to RBNV with respect to one or more High Cost Registration European Countries. Dynavax may make such press releases as it deems fit to report on the Development or Commercialization of such Product also choose (in its sole discretion) to include in the Dynavax Notice Low Cost Registration European Countries, and (B) as of is not required to proceed separately, contemporaneously or later under Section 3.2. RBNV is not entitled to pick and choose among countries in a Dynavax Notice, but rather must respond on a group basis to the time ARES TRADING declines country or countries that is or are included in the Dynavax Notice. Dynavax is entitled to exercise the Intrexon Program Option for an Out-of-Scope Product, Intrexon may make such press releases as it deems fit to report on the Development or Commercialization of such Out-of-Scope Product in its sole discretion. Notwithstanding the foregoing, each Party shall have the right to disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the receipt of any milestone payments under this Agreement and the event giving rise to such payment; (iii) Regulatory Approval of any Product; (iv) the First Commercial Sale of any Product; (v) royalties received from ARES TRADING (without disclosing the royalty rate); and (vi) disclosures required by applicable law. For each such disclosure, unless either Party otherwise has the right to make such disclosure under this Article 10, such Party shall provide the other Party Dynavax Notice to RBNV with respect to one or more Supervax Program Products. RBNV is not entitled to pick and choose among Supervax Program Products in a draft of such disclosure at least [*****] days prior Dynavax Notice, but rather must respond on a group basis to its intended release for such Party’s review and comment, and shall consider the other Party’s comments Supervax Program Product(s) that is or are included in good faith. If the Party does not receive comments from the other Party within [*****] business days, such Party shall have the right to make such disclosure without further delayDynavax Notice.