Common use of Diligence Clause in Contracts

Diligence. (a) Oragenics shall use, and shall require its Product Sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Program in accordance with such development plan. If Oragenics fails to comply with the foregoing obligations, or if Oragenics unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Affiliates and any permitted sublicensees shall be attributed to Oragenics for the purposes of evaluating Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics shall use, and shall require its Product Sublicensees to use, Diligent Efforts to develop and Commercialize commercialize Oragenics Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Lantibiotics Program in accordance with such development plan. If Oragenics fails to comply with the foregoing obligations, or if Oragenics unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Affiliates and any permitted sublicensees shall be attributed to Oragenics for the purposes of evaluating Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics Fibrocell shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Fibrocell Products and Improved Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Fibrocell that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Fibrocell its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics Fibrocell shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics Fibrocell shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Fibrocell will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics Fibrocell shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Fibrocell shall use Diligent Efforts to pursue the development of the Superior Therapy under the Fibroblast Program in accordance with such development plan. If Oragenics Fibrocell fails to comply with the foregoing obligations, or if Oragenics Fibrocell unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Fibrocell’s Affiliates and any permitted sublicensees shall be attributed to Oragenics Fibrocell for the purposes of evaluating Oragenics’ Fibrocell’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics Ampliphi shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Ampliphi Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Ampliphi that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Ampliphi its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics Ampliphi shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics Ampliphi shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Ampliphi will pursue the Superior Therapy (including a proposed budget), provided that if Amplphi reasonably requests supplemental information in support of the determination that the proposed Ampliphi Product is a Superior Therapy, such period shall be extended to sixty (60) days after Ampliphi receives Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. such supplemental inforation; (ii) Oragenics Ampliphi shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Ampliphi shall use Diligent Efforts to pursue the development of the Superior Therapy under the Bacteriophage Program in accordance with such development plan. If Oragenics Ampliphi fails to comply with the foregoing obligations, or if Oragenics Ampliphi unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Ampliphi’s Affiliates and any permitted sublicensees shall be attributed to Oragenics Ampliphi for the purposes of evaluating Oragenics’ Ampliphi’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics Adeona shall use, and shall require its Product Sublicensees to use, use Diligent Efforts to develop and Commercialize Oragenics commercialize Adeona Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Adeona that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Adeona its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapytherapy. Oragenics Adeona shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics Adeona shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Adeona will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics Adeona shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Adeona shall use Diligent Efforts to pursue the development of the Superior Therapy under the PAH Program in accordance with such development plan. If Oragenics Adeona fails to comply with the foregoing obligations, or if Oragenics unreasonably Adeona exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Adeona’s Affiliates and any permitted sublicensees shall be attributed to Oragenics Adeona for the purposes of evaluating Oragenics’ Adeona’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics Genopaver shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Genopaver Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Genopaver that it believes it has identified a Superior TherapyProduct, and in such case Intrexon shall provide to Oragenics Genopaver its then-available information about such therapy product and reasonable written support for its conclusion that the therapy product constitutes a Superior TherapyProduct. Oragenics Genopaver shall have the following obligations with respect to such proposed Superior TherapyProduct: (i) within sixty (60) days after such notification, Oragenics Genopaver shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Genopaver will pursue the Superior Therapy Product (including a proposed budget); (ii) Oragenics Genopaver shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Genopaver shall use Diligent Efforts to pursue the development of the Superior Therapy Product under the Alkaloid Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Program in accordance with such development plan. If Oragenics Genopaver fails to comply with the foregoing obligations, or if Oragenics Genopaver unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior TherapyProduct; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior TherapyProduct, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.54.4, including any dispute as to whether a proposed project constitutes a Superior Therapy Product (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Genopaver’s Affiliates and any permitted sublicensees shall be attributed to Oragenics Genopaver for the purposes of evaluating Oragenics’ Genopaver’s fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Oragenics Soligenix shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Soligenix Products. Activities and success of Soligenix relating to ongoing active pursuit of Government Funding to develop or Commercialize Soligenix Products shall be considered in determining whether Soligenix is using Diligent Efforts in accord with this Section 4.5(a). (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Soligenix that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Soligenix its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics Soligenix shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty ninety (6090) days after such notification, Oragenics Soligenix shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Soligenix will pursue the Superior Therapy (including a proposed budget)) along with a comparative analysis outlining the economic impact to both Intrexon and Soligenix to developing the Superior Therapy compared to the existing product; (ii) Oragenics assuming the JSC approves development of the Superior Therapy, Soligenix shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Soligenix shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Oragenics Soligenix fails to comply with the foregoing obligations, or if Oragenics Soligenix unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Soligenix’s Affiliates and any sublicensees of Soligenix permitted sublicensees in accord with Section 3.2 shall be attributed to Oragenics Soligenix for the purposes of evaluating Oragenics’ Soligenix’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics Histogenics shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics ProductsCollaboration Products in accordance with plans for projects mutually agreed upon by the parties through the JSC. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Histogenics via the JSC that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Histogenics its then-available information about such therapy product and reasonable written support for its conclusion that the therapy product constitutes a Superior Therapy. Oragenics Promptly thereafter, Histogenics and Intrexon shall discuss and come to a mutual agreement regarding one or more tests that will be conducted to try to validate Intrexon’s conclusion that the product constitutes a Superior Therapy. If the parties mutually agree that Intrexon’s conclusion is validated by such test(s), then Histogenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics Histogenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Histogenics will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics Histogenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Histogenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Program in accordance with such development plan. If Oragenics Histogenics fails to comply with the foregoing obligations, or if Oragenics Histogenics unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject Subject to the limitation set forth therein). For clarity, any dispute arising under this 4.54.4, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject Subject to dispute resolution in accordance with Article 11, and (ii) Intrexon shall have no right to terminate this Agreement pursuant to Section 10.2(c), and the cure period provided in Section 10.2(c) shall be stayed, during the period any such dispute is Subject to such dispute resolution process. (c) The activities of OragenicsHistogenics’ Affiliates and any permitted sublicensees shall be attributed to Oragenics Histogenics for the purposes of evaluating OragenicsHistogenics’ fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Oragenics Synthetic shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics commercialize Collaboration Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Synthetic via the JSC that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Synthetic its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics Promptly thereafter, Synthhetic and Intrexon shall discuss and come to a mutual agreement regarding one or more tests that will be conducted to try to validate Intrexon’s conclusion that the product constitutes a Superior Therapy. If the parties mutually agree that Intrexon’s conclusion is validated by such test(s), then Synthetic shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty ninety (6090) days after such notification, Oragenics Synthetic shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Synthetic will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics Synthetic shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Synthetic shall use Diligent Efforts to pursue the development of the Superior Therapy under the Program in accordance with such development plan. If Oragenics Synthetic fails to comply with the foregoing obligations, or if Oragenics Synthetic unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty ninety (6090) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) The activities of Oragenics’ Synthetic’s Affiliates and any permitted sublicensees shall be attributed to Oragenics Synthetic for the purposes of evaluating Oragenics’ Synthetic’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics During the Research Term, Aventis shall useuse * to perform its Research obligations in accordance with the Research Plan. During the Term, and shall require its Product Sublicensees Aventis agrees to use, Diligent Efforts use * to develop Develop and Commercialize Oragenics Collaboration Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics The Parties agree that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics shall prepare and deliver any Target presented by Avalon to the JSC for review and approval a development plan detailing how Oragenics will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Program Research Committee in accordance with such development plan. If Oragenics fails to comply with the foregoing obligations, or if Oragenics unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that Section 3.4 which is insufficient in view of the nature and magnitude of the opportunity presented not accepted by the Superior TherapyResearch Committee as a DRG within * shall not become a DRG or be included in the Research Program, then Intrexon and all rights to such Target shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as remain with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11Avalon. (c) The activities Parties agree that a DRG shall become a Reversion Target in the event of Oragenics’ Affiliates and any permitted sublicensees shall be attributed to Oragenics for the purposes of evaluating Oragenics’ fulfillment one or more of the obligations set forth following: (i) if within * after a Target that is identified by Avalon during the Research Term is accepted by the Research Committee for inclusion in the Research Program as a DRG, such DRG is not selected as a SQT; or (ii) if within * after a Target is selected as a DRG, (and assuming that Aventis subsequently selects it as an SQT), such DRG is not selected as an Advanced SQT; or (iii) if Aventis determines not to Develop or to continue to Develop a Collaboration Product for an Advanced SQT; or * The asterisk denotes the confidential portions of this Section 4.5exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities Exchange Commission. (iv) if Aventis does not use * to Develop and Commercialize Collaboration Products with respect to a selected Advanced SQT; or (v) if, for any reason, Aventis determines not to Develop or to discontinue Development of a DRG. (d) All rights to Reversion Targets shall revert to Avalon and Avalon may use any such Reversion Targets for any purpose, and may license Reversion Targets to Third Parties or collaborate with Third Parties with respect to Reversion Targets. (e) With respect to each SQT and each Advanced SQT that becomes a Reversion Target, Aventis shall provide Avalon with the pre-clinical information and data (“Aventis Target Technology”) in the Control of Aventis at the time such Target becomes a Reversion Target with respect to such Reversion Target that is useful for identifying Reversion Products by use of such Reversion Targets and the non-exclusive right and license to use and to sublicense such Aventis Target Technology with respect to Reversion Targets, provided that in no event shall Aventis Target Technology include any information or data relating to compounds, molecules or antibodies.

Diligence. (a) Oragenics shall use, and shall require its Product Sublicensees to use, Diligent Efforts to develop and Commercialize commercialize Oragenics Products. (b) Without limiting the generality of the foregoing, Intrexon EGI may, from time to time, notify Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon EGI shall provide to Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Lantibiotics Program in accordance with such development plan. If Oragenics fails to comply with the foregoing obligations, or if Oragenics unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon EGI shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Affiliates and any permitted sublicensees shall be attributed to Oragenics for the purposes of evaluating Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics OvaXon shall use, and shall require its Product Sublicensees to include in any Third Party sublicense permitted under this Agreement a covenant that shall provide that such sublicensee shall, use, Diligent Efforts to develop and Commercialize Oragenics Collaboration Products. Intrexon shall use Diligent Efforts to perform any Work Plan support services set forth in Section 4.6. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics OvaXon that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics OvaXon its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics OvaXon shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics OvaXon shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics OvaXon will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics OvaXon shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics OvaXon shall use Diligent Efforts to pursue the development of the Superior Therapy under the Collaborative Program in accordance with such development plan. If Oragenics To the extent that Intrexon has in fact identified a Superior Therapy, Intrexon shall have the termination right set forth in Section 10.2(b) (subject to the final sentence of this Section 4.4(b) and the limitation set forth therein) if OvaXon fails to comply with the foregoing obligationsobligations (i)-(iii), or if Oragenics OvaXon unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, (i) any dispute arising under this 4.54.4, including any dispute as to whether a project proposed project by Intrexon in fact constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11, and (ii) Intrexon shall have no right to terminate this Agreement pursuant to Section 10.2(c), and the cure period provided in Section 10.2(c) shall be stayed, during the period any such dispute is subject to such dispute resolution process. (c) The activities of Oragenics’ OvaXon’s Affiliates and any permitted sublicensees shall be attributed to Oragenics OvaXon for the purposes of evaluating Oragenics’ OvaXon’s fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Oragenics JV shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics JV Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics JV that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics JV its then-available information about such therapy and related product and reasonable written support for its conclusion that the therapy product constitutes a Superior Therapy. Oragenics JV shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics JV shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics JV will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics JV shall revise and update the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics JV shall use Diligent Efforts to pursue the development of the Superior Therapy under the Ophthalmic Program in accordance with such development plan. If Oragenics JV fails to comply with the foregoing obligations, or if Oragenics JV unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c10.2(b) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. For the purpose of clarity, any action taken by the JSC with respect to repairing and/or adopting a revised development plan, such as to address a Superior Therapy or otherwise, shall not constitute an amendment of any of the terms under this Agreement, including those relating to royalty payments to Intrexon. (c) The activities of Oragenics’ JV’s Affiliates and any permitted sublicensees shall be attributed to Oragenics JV for the purposes of evaluating Oragenics’ JV’s fulfillment of the obligations set forth in this Section 4.54.6. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Diligence. (a) Oragenics Synthetic shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics commercialize Synthetic Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Synthetic that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Synthetic its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics Synthetic shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics Synthetic shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Synthetic will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics Synthetic shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Synthetic shall use Diligent Efforts to pursue the development of the Superior Therapy under the Anti-Infectives Program in accordance with such development plan. If Oragenics Synthetic fails to comply with the foregoing obligations, or if Oragenics Synthetic unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Synthetic’s Affiliates and any permitted sublicensees shall be attributed to Oragenics Synthetic for the purposes of evaluating Oragenics’ Synthetic’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics NewCo shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Collaboration Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics NewCo that it believes it has identified a Superior TherapyProduct, and in such case Intrexon shall provide to Oragenics NewCo its then-available information about such therapy product and reasonable written support for its conclusion that the therapy product constitutes a Superior TherapyProduct. Oragenics NewCo shall have the following obligations with respect to such proposed Superior TherapyProduct: (i) within sixty (60) days after such notification, Oragenics NewCo shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics NewCo will pursue the Superior Therapy Product (including a proposed budget); (ii) Oragenics NewCo shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics NewCo shall use Diligent Efforts to pursue the development of the Superior Therapy Product under the Biofuels Program in accordance with such development plan. If Oragenics NewCo fails to comply with the foregoing obligations, or if Oragenics NewCo unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior TherapyProduct; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior TherapyProduct, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.54.4, including any dispute as to whether a proposed project constitutes a Superior Therapy Product (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ NewCo’s Affiliates and any permitted sublicensees shall be attributed to Oragenics NewCo for the purposes of evaluating Oragenics’ NewCo’s fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Oragenics Soligenix shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Soligenix Products. Activities and success of Soligenix relating to ongoing active pursuit of Government Funding to develop or Commercialize Soligenix Products shall be considered in determining whether Soligenix is using Diligent Efforts in accord with this Section 4.5(a). (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Soligenix that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Soligenix its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics Soligenix shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty ninety (6090) days after such notification, Oragenics Soligenix shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Soligenix will pursue the Superior Therapy (including a proposed budget)) along with a comparative analysis outlining the economic impact to both Intrexon and Soligenix to developing the Superior Therapy compared to the existing product; (ii) Oragenics assuming the JSC approves development of the Superior Therapy, Soligenix shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Soligenix shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Oragenics Soligenix fails to comply with the foregoing obligations, or if Oragenics Soligenix unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (c) The activities of Oragenics’ Soligenix’s Affiliates and any sublicensees of Soligenix permitted sublicensees in accord with Section 3.2 shall be attributed to Oragenics Soligenix for the purposes of evaluating Oragenics’ Soligenix’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics During the Research Term, Aventis shall useuse * to perform its Research obligations in accordance with the Research Plan. During the Term, and shall require its Product Sublicensees Aventis agrees to use, Diligent Efforts use * to develop Develop and Commercialize Oragenics Collaboration Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics The Parties agree that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics shall prepare and deliver any Target presented by Avalon to the JSC for review and approval a development plan detailing how Oragenics will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Program Research Committee in accordance with such development plan. If Oragenics fails to comply with the foregoing obligations, or if Oragenics unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that Section 3.4 which is insufficient in view of the nature and magnitude of the opportunity presented not accepted by the Superior TherapyResearch Committee as a DRG within * shall not become a DRG or be included in the Research Program, then Intrexon and all rights to such Target shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as remain with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11Avalon. (c) The activities Parties agree that a DRG shall become a Reversion Target in the event of Oragenics’ Affiliates and any permitted sublicensees shall be attributed to Oragenics for the purposes of evaluating Oragenics’ fulfillment one or more of the obligations set forth following: (i) if within * after a Target that is identified by Avalon during the Research Term is accepted by the Research Committee for inclusion in the Research Program as a DRG, such DRG is not selected as a SQT; or * The asterisk denotes the confidential portions of this Section 4.5document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (ii) if within * after a Target is selected as a DRG, (and assuming that Aventis subsequently selects it as an SQT), such DRG is not selected as an Advanced SQT; or (iii) if Aventis determines not to Develop or to continue to Develop a Collaboration Product for an Advanced SQT; or (iv) if Aventis does not use * to Develop and Commercialize Collaboration Products with respect to a selected Advanced SQT; or (v) if, for any reason, Aventis determines not to Develop or to discontinue Development of a DRG. (d) All rights to Reversion Targets shall revert to Avalon and Avalon may use any such Reversion Targets for any purpose, and may license Reversion Targets to Third Parties or collaborate with Third Parties with respect to Reversion Targets. (e) With respect to each SQT and each Advanced SQT that becomes a Reversion Target, Aventis shall provide Avalon with the pre-clinical information and data (“Aventis Target Technology”) in the Control of Aventis at the time such Target becomes a Reversion Target with respect to such Reversion Target that is useful for identifying Reversion Products by use of such Reversion Targets and the non-exclusive right and license to use and to sublicense such Aventis Target Technology with respect to Reversion Targets, provided that in no event shall Aventis Target Technology include any information or data relating to compounds, molecules or antibodies. * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Diligence. (a) Oragenics Fibrocell shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Collaboration Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Fibrocell that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Fibrocell its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics Fibrocell shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics Fibrocell shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Fibrocell will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics Fibrocell shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Fibrocell shall use Diligent Efforts to pursue the development of the Superior Therapy under the Program in accordance with such development plan. If Oragenics Fibrocell fails to comply with the foregoing obligations, or if Oragenics Fibrocell unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Fibrocell’s Affiliates and any permitted sublicensees shall be attributed to Oragenics Fibrocell for the purposes of evaluating Oragenics’ Fibrocell’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics OvaScience shall use, and shall require its Product Sublicensees to include in any Third Party sublicense permitted under this Agreement a covenant that shall provide that such sublicensee shall, use, Diligent Efforts to develop and Commercialize Oragenics Collaboration Products and Improved Products. Intrexon shall use Diligent Efforts to perform any Work Plan support services set forth in Section 4.6. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics OvaScience that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics OvaScience its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics OvaScience shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics OvaScience shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics OvaScience will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics OvaScience shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics OvaScience shall use Diligent Efforts to pursue the development of the Superior Therapy under the OPC Program in accordance with such development plan. If Oragenics To the extent that Intrexon has in fact identified a Superior Therapy, Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the final sentence of this Section 4.4(b) and the limitation set forth therein) if OvaScience fails to comply with the foregoing obligationsobligations (i)-(iii), or if Oragenics OvaScience unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, (i) any dispute arising under this 4.54.4, including any dispute as to whether a project proposed project by Intrexon in fact constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11, and (ii) Intrexon shall have no right to terminate this Agreement pursuant to Section 10.2(c), and the cure period provided in Section 10.2(c) shall be stayed, during the period any such dispute is subject to such dispute resolution process. (c) The activities of Oragenics’ OvaScience’s Affiliates and any permitted sublicensees shall be attributed to Oragenics OvaScience for the purposes of evaluating Oragenics’ OvaScience’s fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Oragenics Ampliphi shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics Ampliphi Products. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics Ampliphi that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics Ampliphi its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics Ampliphi shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics Ampliphi shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics Ampliphi will pursue the Superior Therapy (including a proposed budget), provided that if Amplphi reasonably requests supplemental information in support of the determination that the proposed Ampliphi Product is a Superior Therapy, such period shall be extended to sixty (60) days after Ampliphi receives such supplemental inforation; (ii) Oragenics Ampliphi shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics Ampliphi shall use Diligent Efforts to pursue the development of the Superior Therapy under the Bacteriophage Program in accordance with such development plan. If Oragenics Ampliphi fails to comply with the foregoing obligations, or if Oragenics Ampliphi unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Ampliphi’s Affiliates and any permitted sublicensees shall be attributed to Oragenics Ampliphi for the purposes of evaluating Oragenics’ Ampliphi’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics shall use, and shall require its Product Sublicensees to use, Diligent Efforts to develop and Commercialize commercialize Oragenics Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Oragenics will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Lantibiotics Program in accordance with such development plan. If Oragenics fails to comply with the foregoing obligations, or if Oragenics unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ Affiliates and any permitted sublicensees shall be attributed to Oragenics for the purposes of evaluating Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Oragenics BioLife shall use, and shall require its Product Sublicensees sublicensees to use, Diligent Efforts to develop and Commercialize Oragenics and, upon successful execution by BioLife of its option under Section 5.1, commercialize BioLife Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Oragenics BioLife that it believes it has identified a Superior Therapy, and in such case Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Intrexon shall provide to Oragenics BioLife its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Oragenics BioLife shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, Oragenics BioLife shall prepare and deliver to the JSC research committee (if prior to execution by BioLife of its option under Section 5.1) or JSC, as applicable, for review and approval a development plan detailing how Oragenics BioLife will pursue the Superior Therapy (including a proposed budget); (ii) Oragenics BioLife shall revise the development plan as directed by the JSCcommittee; and (iii) following approval of the development plan by the JSCcommittee, Oragenics BioLife shall use Diligent Efforts to pursue the development of the Superior Therapy under the SMA Therapeutics Program in accordance with such development plan. If Oragenics BioLife fails to comply with the foregoing obligations, or if Oragenics BioLife unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of Oragenics’ BioLife’s Affiliates and any permitted sublicensees shall be attributed to Oragenics BioLife for the purposes of evaluating Oragenics’ BioLife’s fulfillment of the obligations set forth in this Section 4.5.