Common use of Diligence Clause in Contracts

Diligence. (a) Soligenix shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize 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 Soligenix that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety (90) days after such notification, Soligenix shall prepare and deliver to the JSC for review and approval a development plan detailing how 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) 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, Soligenix shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Soligenix fails to comply with the foregoing obligations, or if 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 Soligenix’s Affiliates and any sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix for the purposes of evaluating Soligenix’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix AquaBounty shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix AquaBounty Products. Activities Intrexon shall use, and success of Soligenix relating shall require its sublicensees to ongoing active pursuit of Government Funding to develop or Commercialize Soligenix Products shall be considered in determining whether Soligenix is using use, Diligent Efforts in accord with this Section 4.5(a)conducting any activities undertaken by Intrexon in support of any JSC-approved research plan for the Aquaculture Program. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Soligenix AquaBounty that it believes it has identified a Superior TherapyAnimal Product, and in such case Intrexon shall provide to Soligenix AquaBounty its then-available information about such therapy animal product and reasonable written support for its conclusion that the therapy animal product constitutes a Superior TherapyAnimal Product. Soligenix AquaBounty shall have the following obligations with respect to such proposed Superior TherapyAnimal Product: (i) within ninety sixty (9060) days after such notification, Soligenix AquaBounty, in conjunction with the members of the JSC, shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix AquaBounty will pursue the Superior Therapy Animal Product (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) assuming the JSC approves development of the Superior Therapy, Soligenix AquaBounty shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix AquaBounty shall use Diligent Efforts to pursue the development of the Superior Therapy Animal Product under the Melioidosis Aquaculture Program in accordance with such development plan. If Soligenix AquaBounty fails to comply with the foregoing obligations, or if Soligenix AquaBounty unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior TherapyAnimal Product; (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 Animal Product, then Intrexon shall have the termination right set forth in Section 10.2(b) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.4, including any dispute as to whether a proposed project constitutes a Superior Animal Product (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of AquaBounty’s Affiliates and any permitted sublicensees shall be attributed to AquaBounty for the purposes of evaluating AquaBounty’s fulfillment of the obligations set forth in this Section 4.4, and the activities of Intrexon’s Affiliates and any permitted sublicensees shall be attributed to Intrexon for the purposes of evaluating Intrexon’s fulfillment of the obligations set forth in this Section 4.4. 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 Soligenix’s Affiliates and any sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix for the purposes of evaluating Soligenix’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Fibrocell shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Fibrocell Products and Improved 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 Soligenix Fibrocell that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Fibrocell its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Fibrocell shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Fibrocell shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Fibrocell 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) assuming the JSC approves development of the Superior Therapy, Soligenix Fibrocell shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Fibrocell shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Fibroblast Program in accordance with such development plan. If Soligenix Fibrocell fails to comply with the foregoing obligations, or if Soligenix 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 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 SoligenixFibrocell’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Fibrocell for the purposes of evaluating SoligenixFibrocell’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Oragenics shall use, and shall require its sublicensees Product Sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix commercialize Oragenics 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 Soligenix Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix 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 ninety sixty (9060) days after such notification, Soligenix Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Oragenics 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) assuming the JSC approves development of the Superior Therapy, Soligenix Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Lantibiotics Program in accordance with such development plan. If Soligenix Oragenics fails to comply with the foregoing obligations, or if Soligenix 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 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 Soligenix’s Oragenics’ Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Oragenics for the purposes of evaluating Soligenix’s Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Oragenics shall use, and shall require its sublicensees Product Sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Oragenics 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 Soligenix Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Oragenics 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) assuming the JSC approves development of the Superior Therapy, Soligenix Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Probiotics Program in accordance with such development plan. If Soligenix Oragenics fails to comply with the foregoing obligations, or if Soligenix 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 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 Soligenix’s Oragenics’ Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Oragenics for the purposes of evaluating Soligenix’s Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Adeona shall use, and shall require its sublicensees to use, use Diligent Efforts to develop and Commercialize Soligenix commercialize Adeona 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 Soligenix Adeona that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Adeona its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapytherapy. Soligenix Adeona shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Adeona shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Adeona 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) assuming the JSC approves development of the Superior Therapy, Soligenix Adeona shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Adeona shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis PAH Program in accordance with such development plan. If Soligenix Adeona fails to comply with the foregoing obligations, or if Soligenix 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 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 SoligenixAdeona’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Adeona for the purposes of evaluating SoligenixAdeona’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Genopaver shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Genopaver 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 Soligenix Genopaver that it believes it has identified a Superior TherapyProduct, and in such case Intrexon shall provide to Soligenix Genopaver its then-available information about such therapy product and reasonable written support for its conclusion that the therapy product constitutes a Superior TherapyProduct. Soligenix Genopaver shall have the following obligations with respect to such proposed Superior TherapyProduct: (i) within ninety sixty (9060) days after such notification, Soligenix Genopaver shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Genopaver will pursue the Superior Therapy Product (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) assuming the JSC approves development of the Superior Therapy, Soligenix Genopaver shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Genopaver shall use Diligent Efforts to pursue the development of the Superior Therapy Product under the Melioidosis Program in accordance with such development plan. If Soligenix fails to comply with the foregoing obligations, or if 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 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. TherapyProgram in accordance with such development plan. If Genopaver fails to comply with the foregoing obligations, or if Genopaver unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Product; (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 Product, 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 SoligenixGenopaver’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Genopaver for the purposes of evaluating SoligenixGenopaver’s fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Soligenix Ampliphi shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Ampliphi 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 Soligenix Ampliphi that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Ampliphi its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Ampliphi shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Ampliphi shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix 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) along 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 a comparative analysis outlining the economic impact to both Intrexon Securities and Soligenix to developing the Superior Therapy compared to the existing productExchange Commission. such supplemental inforation; (ii) assuming the JSC approves development of the Superior Therapy, Soligenix Ampliphi shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Ampliphi shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Bacteriophage Program in accordance with such development plan. If Soligenix Ampliphi fails to comply with the foregoing obligations, or if Soligenix 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 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 SoligenixAmpliphi’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Ampliphi for the purposes of evaluating SoligenixAmpliphi’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Synthetic shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix commercialize Synthetic 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 Soligenix Synthetic that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Synthetic its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Synthetic shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Synthetic shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Synthetic 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) assuming the JSC approves development of the Superior Therapy, Soligenix Synthetic shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Synthetic shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Anti-Infectives Program in accordance with such development plan. If Soligenix Synthetic fails to comply with the foregoing obligations, or if Soligenix 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 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. 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 SoligenixSynthetic’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Synthetic for the purposes of evaluating SoligenixSynthetic’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Oragenics shall use, and shall require its sublicensees Product Sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Oragenics 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 Soligenix Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Oragenics 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) assuming the JSC approves development of the Superior Therapy, Soligenix Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Soligenix Oragenics fails to comply with the foregoing obligations, or if Soligenix 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 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 Soligenix’s Oragenics’ Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Oragenics for the purposes of evaluating Soligenix’s Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Fibrocell shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Collaboration 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 Soligenix Fibrocell that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Fibrocell its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Fibrocell shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Fibrocell shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Fibrocell 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) assuming the JSC approves development of the Superior Therapy, Soligenix Fibrocell shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Fibrocell shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Soligenix Fibrocell fails to comply with the foregoing obligations, or if Soligenix 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 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 SoligenixFibrocell’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Fibrocell for the purposes of evaluating SoligenixFibrocell’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Oragenics shall use, and shall require its sublicensees Product Sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix commercialize Oragenics 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 EGI may, from time to time, notify Soligenix Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon EGI shall provide to Soligenix Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Oragenics 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) assuming the JSC approves development of the Superior Therapy, Soligenix Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Lantibiotics Program in accordance with such development plan. If Soligenix Oragenics fails to comply with the foregoing obligations, or if Soligenix 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 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 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 Soligenix’s Oragenics’ Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Oragenics for the purposes of evaluating Soligenix’s Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Histogenics shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Products. Activities and success of Soligenix relating to ongoing active pursuit of Government Funding to develop or Commercialize Soligenix Collaboration Products shall be considered in determining whether Soligenix is using Diligent Efforts in accord accordance with this Section 4.5(a)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 Soligenix Histogenics via the JSC that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Histogenics its then-available information about such therapy product and reasonable written support for its conclusion that the therapy product constitutes a Superior Therapy. Soligenix 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 ninety sixty (9060) days after such notification, Soligenix Histogenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Histogenics 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) assuming the JSC approves development of the Superior Therapy, Soligenix Histogenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Histogenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Soligenix Histogenics fails to comply with the foregoing obligations, or if Soligenix 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 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 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 Soligenix’s Histogenics’ Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Histogenics for the purposes of evaluating Soligenix’s Histogenics’ fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Soligenix Ampliphi shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Ampliphi Products. Activities 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 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)Exchange Commission. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Soligenix Ampliphi that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Ampliphi its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Ampliphi shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Ampliphi shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix 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) along with a comparative analysis outlining the economic impact to both Intrexon and Soligenix to developing the Superior Therapy compared to the existing productdays after Ampliphi receives such supplemental inforation; (ii) assuming the JSC approves development of the Superior Therapy, Soligenix Ampliphi shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Ampliphi shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Bacteriophage Program in accordance with such development plan. If Soligenix Ampliphi fails to comply with the foregoing obligations, or if Soligenix 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 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 SoligenixAmpliphi’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Ampliphi for the purposes of evaluating SoligenixAmpliphi’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix shall use3.5.1 In carrying out the Development and in seeking Regulatory Approval, OMP agrees to use such commercially reasonable and diligent efforts as are commensurate with the level of time, effort and funding expended by OMP on other projects at a similar stage of development, with a target market of a similar size, patient population and importance, and as otherwise consistent with its overall business strategy. OMP does not in any way represent or warrant that a Collaboration Compound hereunder shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Products. Activities and success of Soligenix relating to ongoing active pursuit of Government Funding to be the only compound that OMP will at the same time 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) commercialize for identical or similar therapeutic uses. Without limiting the generality of limitation to the foregoing, Intrexon may, from time to time, notify Soligenix that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix its thennon-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix shall have achievement of the following obligations with respect development milestones within the Time to such proposed Superior TherapyComplete set forth below shall be an objective measure of OMP’s non-performance for the time periods specified: (i) within ninety (90) days after such notification, Soligenix shall prepare and deliver to the JSC for review and approval a development plan detailing how 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) 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, Soligenix shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Soligenix fails to comply with the foregoing obligations, or if 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 [***] [***] [***] [***] [***] [***] OMP shall promptly notify ADDEX upon the accomplishment of each of the Securities Exchange Act foregoing Milestones. 3.5.2 If, notwithstanding OMP’s exercise of 1934the efforts recited in Article 3.5.1 above, as amended. A complete copy OMP is unable to meet or anticipates that it may not be able to make a Selection or to meet any of this document has been filed separately with the Securities and Exchange Commission. TherapyMilestones within the Time to Complete set forth above, then Intrexon OMP shall have the termination right to request an extension for such Milestone(s), which shall not be unreasonably refused. Without limitation, the following shall be examples of instances in which OMP shall be entitled to such extension: [***], to the extent that [***]. In addition, Parties recognize that OMP may, after discussion with the JDC, need to discontinue the Development of a Collaboration Compound for reasons outside its reasonable control, in which case the following shall apply, depending on the stage of Development: (i) If OMP prior to [***] OMP has initiated [***] of a Collaboration Compound and such Collaboration Compound fails during such studies, for reasons outside of OMP’s reasonable control, then the time periods set forth in Section 10.2(cArticle 3.5.1 above shall be extended for a period [***] (ii) (subject If OMP initiates [***] with respect to a Collaboration Compound and such Collaboration Compound fails [***], for reasons outside of OMP’s reasonable control, the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute time periods specified in Article 3.5.1 above shall be extended for a period [***]; 3.5.3 If the Parties disagree as to whether OMP is entitled to an extension of the time to make a proposed project constitutes a Superior Therapy (Selection under Article 2.8 or to the Time to Complete as set forth in 3.5.2 above for any Milestone specified in 3.5.1 above, or whether or not OMP is complying with any other dispute its obligations under this Agreement) 3.5.1 above, then, upon the written request by either Party, such matter shall be subject to dispute resolution resolved in accordance with Article 11. 18. However, notwithstanding any other provision of Article 18 and Appendix C, the mediation procedure of Section 1.1 of Appendix C shall not apply. Moreover the arbitration shall be concluded within [***] calendar days after the Panel of Arbitrators has been appointed in accordance with Section 1.2 of Appendix C, and the time periods recited in Appendix C shall be reset accordingly to achieve the [***] day completion date. Subsection (c) The activities of Soligenix’s Affiliates Section 1.2 of Appendix C shall not apply. As circumstances may warrant the Parties will seek arbitrators with appropriate commercial and any sublicensees technical backgrounds to resolve disputes under this Article. 3.5.4 In the event that OMP or its Affiliate or Sublicensee in charge of Soligenix permitted in accord with Section 3.2 shall be attributed Early Stage Development of a Collaboration Compound fails to Soligenix for make a Selection or achieve the purposes of evaluating Soligenix’s fulfillment of the obligations Milestones set forth in this Section 4.5.Article 3.5.1 within the Times to Complete with respect to [***] with any applicable extensions under

Diligence. (a) Soligenix OvaXon shall use, and shall require its 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 Soligenix Collaboration Products. Activities and success of Soligenix relating to ongoing active pursuit of Government Funding to develop or Commercialize Soligenix Products Intrexon shall be considered in determining whether Soligenix is using use Diligent Efforts to perform any Work Plan support services set forth in accord with this Section 4.5(a)4.6. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Soligenix OvaXon that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix OvaXon its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix OvaXon shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix OvaXon shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix OvaXon 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) assuming the JSC approves development of the Superior Therapy, Soligenix OvaXon shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix OvaXon shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Collaborative Program in accordance with such development plan. If Soligenix 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 Soligenix 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 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, (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 SoligenixOvaXon’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix OvaXon for the purposes of evaluating SoligenixOvaXon’s fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Soligenix JV shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix JV 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 Soligenix JV that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix 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. Soligenix JV shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix JV shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix JV 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) assuming the JSC approves development of the Superior Therapy, Soligenix JV shall revise and update the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix JV shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Ophthalmic Program in accordance with such development plan. If Soligenix JV fails to comply with the foregoing obligations, or if Soligenix 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 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(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 SoligenixJV’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix JV for the purposes of evaluating SoligenixJV’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) Soligenix Synthetic shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix commercialize Synthetic 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 Soligenix Synthetic that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Synthetic its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Synthetic shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Synthetic shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Synthetic 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) assuming the JSC approves development of the Superior Therapy, Soligenix Synthetic shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Synthetic shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Anti-Infectives Program in accordance with such development plan. If Soligenix Synthetic fails to comply with the foregoing obligations, or if Soligenix 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 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 SoligenixSynthetic’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Synthetic for the purposes of evaluating SoligenixSynthetic’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize 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 Soligenix that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety (90) days after such notification, Soligenix shall prepare and deliver to the JSC for review and approval a development plan detailing how 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) 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, Soligenix shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Soligenix fails to comply with the foregoing obligations, or if 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. 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 Soligenix’s Affiliates and any sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix for the purposes of evaluating Soligenix’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix Synthetic shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix commercialize Collaboration 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 Soligenix Synthetic via the JSC that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Synthetic its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix 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 ninety (90) days after such notification, Soligenix Synthetic shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Synthetic 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) assuming the JSC approves development of the Superior Therapy, Soligenix Synthetic shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Synthetic shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Program in accordance with such development plan. If Soligenix Synthetic fails to comply with the foregoing obligations, or if Soligenix 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 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. 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 SoligenixSynthetic’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Synthetic for the purposes of evaluating SoligenixSynthetic’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix OvaScience shall use, and shall require its 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 Soligenix Collaboration Products and Improved Products. Activities and success of Soligenix relating to ongoing active pursuit of Government Funding to develop or Commercialize Soligenix Products Intrexon shall be considered in determining whether Soligenix is using use Diligent Efforts to perform any Work Plan support services set forth in accord with this Section 4.5(a)4.6. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify Soligenix OvaScience that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix OvaScience its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix OvaScience shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix OvaScience shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix OvaScience 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) assuming the JSC approves development of the Superior Therapy, Soligenix OvaScience shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix OvaScience shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis OPC Program in accordance with such development plan. If Soligenix 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 Soligenix 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 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, (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 SoligenixOvaScience’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix OvaScience for the purposes of evaluating SoligenixOvaScience’s fulfillment of the obligations set forth in this Section 4.54.4.

Diligence. (a) Soligenix Oragenics shall use, and shall require its sublicensees Product Sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix commercialize Oragenics 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 Soligenix Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to Soligenix Oragenics its then-available information about such therapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. Soligenix Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within ninety sixty (9060) days after such notification, Soligenix Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix Oragenics 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) assuming the JSC approves development of the Superior Therapy, Soligenix Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Melioidosis Lantibiotics Program in accordance with such development plan. If Soligenix Oragenics fails to comply with the foregoing obligations, or if Soligenix 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 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 Soligenix’s Oragenics’ Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix Oragenics for the purposes of evaluating Soligenix’s Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) Soligenix NewCo shall use, and shall require its sublicensees to use, Diligent Efforts to develop and Commercialize Soligenix Collaboration 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 Soligenix NewCo that it believes it has identified a Superior TherapyProduct, and in such case Intrexon shall provide to Soligenix NewCo its then-available information about such therapy product and reasonable written support for its conclusion that the therapy product constitutes a Superior TherapyProduct. Soligenix NewCo shall have the following obligations with respect to such proposed Superior TherapyProduct: (i) within ninety sixty (9060) days after such notification, Soligenix NewCo shall prepare and deliver to the JSC for review and approval a development plan detailing how Soligenix NewCo will pursue the Superior Therapy Product (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) assuming the JSC approves development of the Superior Therapy, Soligenix NewCo shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, Soligenix NewCo shall use Diligent Efforts to pursue the development of the Superior Therapy Product under the Melioidosis Biofuels Program in accordance with such development plan. If Soligenix NewCo fails to comply with the foregoing obligations, or if Soligenix 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 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. 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 SoligenixNewCo’s Affiliates and any permitted sublicensees of Soligenix permitted in accord with Section 3.2 shall be attributed to Soligenix NewCo for the purposes of evaluating SoligenixNewCo’s fulfillment of the obligations set forth in this Section 4.54.4.