Common use of Preservation of Legal Privileges Clause in Contracts

Preservation of Legal Privileges. (a) Cellectis and the Company recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To that end, neither Party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Party. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis and the Company The Parties recognize that the members of their respective Groups they possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”)Privileged information. Each Party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged Privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both the Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To that end, neither no Party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Party, which shall not be unreasonably withheld. In the event that privileged Privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 4.07 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis CRG, Carrols and the Company Fiesta Restaurant Group recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection privilege (“Privilege”). Each Party party recognizes that they it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve maintain and assert use for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To CRG, Carrols and Fiesta Restaurant Group agree that endtheir respective rights and obligations to maintain, neither Party will knowingly preserve, assert or waive any or compromise all Privileges belonging to either party with respect to the Fiesta Business or the CRG Business shall be governed by the provisions of this Section 6.5. With respect to matters relating to the CRG Business, CRG or Carrols shall have sole authority in perpetuity to determine whether to assert or waive any Privilege associated with such information or all Privileges, and advice Fiesta Restaurant Group shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of the other Party. In the event CRG or Carrols that privileged information is required to be disclosed to could, in CRG’s or Carrols’ Good Faith Judgment, result in any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of any Privilege with that could be asserted by CRG or any of its Subsidiaries under applicable Law and this Agreement. With respect to such informationmatters relating to the Fiesta Business, Fiesta Restaurant Group shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and CRG shall take no action (or permit any Party receiving it in connection with a proceeding shall be informed of its nature Subsidiaries to take action) without the prior written consent of Fiesta Restaurant Group that could, in Fiesta’s Good Faith Judgment, result in any waiver of any Privilege that could be asserted by Fiesta Restaurant Group or any of its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 6.5 shall apply to all Information as to which CRG or Fiesta Restaurant Group or their respective Subsidiaries would be required entitled to safeguard assert or has asserted a Privilege without regard to the effect, if any, of the Separation and protect itDistribution (“Privileged Information”). Privileged Information of CRG includes (i) any and all Privileged Information existing prior to the Distribution regarding the CRG Business but which after the Distribution is in the possession of Fiesta Restaurant Group or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for CRG or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of Fiesta Restaurant Group) and any person who, at the time of the communication, was an employee of CRG or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of Fiesta Restaurant Group or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. Privileged Information of Fiesta Restaurant Group includes (i) any and all Privileged Information generated prior to the Distribution regarding the Fiesta Business but which after the Distribution is in the possession of CRG or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for Fiesta Restaurant Group or any of its Subsidiaries and any person who, at the time of the communication, was an employee of Fiesta Restaurant Group or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of CRG or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. (b) Upon receipt by either Party CRG or Carrols, or Fiesta Restaurant Group, as the case may be, of any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of information that is Privileged Information of the subject of a Privilegeother or if CRG or Carrols, or if a Party Fiesta Restaurant Group, as the case may be, obtains knowledge that any current or former employee of a Party CRG or Carrols, or Fiesta Restaurant Group, as the case may be, has received any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of such informationPrivileged Information of the other, such Party CRG or Carrols, or Fiesta Restaurant Group, as the case may be, shall promptly notify the other of the existence of the request and shall provide the other Party a reasonable opportunity to review the information Privileged Information and to assert any rights it may have under this Section 6.08 6.5 or otherwise to prevent the production or disclosure of such informationPrivileged Information. Absent receipt of written consent from CRG or Carrols, or Fiesta Restaurant Group, as the other Party to the production or disclosure of information that case may be covered by a Privilegebe, each Party agrees that it will not produce or disclose to any information that may be covered by a Privilege third party any of the other’s Privileged Information under this Section 6.5 unless (A) the other has provided its express written consent to such production or disclosure, or (B) a court of competent jurisdiction has entered a final, nonappealable an order not subject to interlocutory appeal or review finding that the information Information is not entitled to protection from disclosure under any applicable Privilegeprivilege, doctrine or rule. (c) CellectisCRG’s and Carrols’ transfer of Company Fiesta Books and Records and other Information to the CompanyFiesta Restaurant Group, CellectisCRG’s and Carrols’ agreement to permit the Company Fiesta Restaurant Group to obtain Information existing prior to the Effective DateDistribution, the CompanyFiesta Restaurant Group’s transfer of Cellectis CRG Books and Records and other Information and the CompanyFiesta Restaurant Group’s agreement to permit Cellectis CRG and Carrols to obtain Information existing prior to the Effective Date Distribution are made in reliance on Cellectis’ CRG’s and the CompanyCarrols, and Fiesta Restaurant Group’s respective agreements, as set forth in Section 6.06, Section 6.07 6.10 and this Section 6.086.5, to maintain the confidentiality of such Privileged Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis CRG and Carrols or the CompanyFiesta Restaurant Group, as the case may be. The access to Privileged Information being granted pursuant to Section 6.01 6.3 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 6.4(g) hereof and the disclosure to Cellectis Fiesta Restaurant Group and the Company CRG or Carrols of Privileged Information relating to the Company Fiesta Business or Cellectis the CRG Business (if any) pursuant to this Agreement in connection with the Separation and Distribution shall not be asserted by Cellectis CRG or the Company Carrols, or Fiesta Restaurant Group to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 6.5 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis CRG or Carrols and the Company Fiesta Restaurant Group in, or the obligations imposed upon the Parties CRG or Carrols and Fiesta Restaurant Group by, this Section 6.086.5.

Preservation of Legal Privileges. (a) Cellectis Pfizer and the Company recognize that the members of their respective Groups groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this Section 6.11 shall apply to all information relating to the Animal Health Business as to which, but for the Contribution, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Effective Date but which, after the Contribution, is in the possession of either party and (ii) all information generated, received or arising after the Effective Date that refers to or relates to information described in the preceding clause (i). (c) Upon receipt by either Party party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 6.11 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (cd) Cellectis’ Pfizer’s transfer of Company Books and Records and other Information to the Company, Cellectis’ Pfizer’s agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Pfizer Books and Records and other Information and the Company’s agreement to permit Cellectis Pfizer to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ Pfizer’s and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis Halliburton and the Company KBR recognize that the members of their respective Groups groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this Section 8.7 shall apply to all information relating to the KBR Business as to which, but for the Separation, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Separation Date but which, after the Separation, is in the possession of either party and (ii) all information generated, received or arising after the Separation Date that refers to or relates to information described in the preceding clause (i). (c) Upon receipt by either Party party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 8.7 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (cd) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement Section 8.7 shall operate to reduce, minimize limit or condition qualify the rights granted to Cellectis and obligations of the Company inparties in Section 3.4(d), or the obligations imposed upon the Parties by, this Section 6.083.5(d) and Section 8.15.

Preservation of Legal Privileges. (a) Cellectis Forest and the Company Lone Pine recognize that the members of their respective Groups groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve preserve, and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party no party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparties. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this Section 7.9 shall apply to all information relating to the Lone Pine Business as to which, but for the Separation, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Separation Date but which, after the Separation, is in the possession of either party and (ii) all information generated, received, or arising after the Separation Date that refers to or relates to information described in the preceding clause (i). (c) Upon receipt by either Party party of any subpoena, discovery discovery, or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery discovery, or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 7.9 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis Pride and the Company Seahawk recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection privilege (“Privilege”). Each Party party recognizes that they it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve maintain and assert use for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To Pride and Seahawk agree that endtheir respective rights and obligations to maintain, neither Party will knowingly preserve, assert or waive any or compromise all Privileges belonging to either party with respect to the Seahawk Business or the Pride Business shall be governed by the provisions of this Section 6.5. With respect to matters relating to the Pride Business, Pride shall have sole authority in perpetuity to determine whether to assert or waive any Privilege associated with such information or all Privileges, and advice Seahawk shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of the other Party. In the event Pride that privileged information is required to be disclosed to could, in Pride’s Good Faith Judgment, result in any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of any Privilege with that could be asserted by Pride or any of its Subsidiaries under applicable Law and this Agreement. With respect to such informationmatters relating to the Seahawk Business, Seahawk shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Pride shall take no action (or permit any Party receiving it in connection with a proceeding shall be informed of its nature Subsidiaries to take action) without the prior written consent of Seahawk that could, in Seahawk’s Good Faith Judgment, result in any waiver of any Privilege that could be asserted by Seahawk or any of its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 6.5 shall apply to all Information as to which Pride or Seahawk or their respective Subsidiaries would be required entitled to safeguard assert or has asserted a Privilege without regard to the effect, if any, of the Separation and protect itDistribution (“Privileged Information”). Privileged Information of Pride includes (i) any and all Privileged Information existing prior to the Distribution regarding the Pride Business but which after the Distribution is in the possession of Seahawk or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for Pride or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of Seahawk) and any person who, at the time of the communication, was an employee of Pride or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of Seahawk or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. Privileged Information of Seahawk includes (i) any and all Privileged Information generated prior to the Distribution regarding the Seahawk Business but which after the Distribution is in the possession of Pride or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Distribution between counsel for Seahawk or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of Pride or its Subsidiaries) and any person who, at the time of the communication, was an employee of Seahawk or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of Pride or any of its Subsidiaries; and (iii) all Privileged Information generated, received or arising after the Distribution that refers or relates to Privileged Information generated, received or arising prior to the Distribution. (b) Upon receipt by either Party Pride or Seahawk, as the case may be, of any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of information that is Privileged Information of the subject of a Privilege, other or if a Party Pride or Seahawk, as the case may be, obtains knowledge that any current or former employee of a Party Pride or Seahawk, as the case may be, has received any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of such informationPrivileged Information of the other, such Party Pride or Seahawk, as the case may be, shall promptly notify the other of the existence of the request and shall provide the other Party a reasonable opportunity to review the information Privileged Information and to assert any rights it may have under this Section 6.08 6.5 or otherwise to prevent the production or disclosure of such informationPrivileged Information. Absent receipt of written consent from Pride or Seahawk, as the other Party to the production or disclosure of information that case may be covered by a Privilegebe, each Party agrees that it will not produce or disclose to any information that may be covered by a Privilege third party any of the other’s Privileged Information under this Section 6.5 unless (A) the other has provided its express written consent to such production or disclosure, or (B) a court of competent jurisdiction has entered a final, nonappealable an order not subject to interlocutory appeal or review finding that the information Information is not entitled to protection from disclosure under any applicable Privilegeprivilege, doctrine or rule. (c) Cellectis’ Pride’s transfer of Company Seahawk Books and Records and other Information to the CompanySeahawk, Cellectis’ Pride’s agreement to permit the Company Seahawk to obtain Information existing prior to the Effective DateDistribution, the CompanySeahawk’s transfer of Cellectis Pride Books and Records and other Information and the CompanySeahawk’s agreement to permit Cellectis Pride to obtain Information existing prior to the Effective Date Distribution are made in reliance on Cellectis’ Pride’s and the CompanySeahawk’s respective agreements, as set forth in Section 6.06, Section 6.07 6.11 and this Section 6.086.5, to maintain the confidentiality of such Privileged Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis Pride or the CompanySeahawk, as the case may be. The access to Privileged Information being granted pursuant to Section 6.01 6.3 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 6.4(g) hereof and the disclosure to Cellectis Seahawk and the Company Pride of Privileged Information relating to the Company Seahawk Business or Cellectis the Pride Business (if any) pursuant to this Agreement in connection with the Separation and Distribution shall not be asserted by Cellectis Pride or the Company Seahawk to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 6.5 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis Pride and the Company Seahawk in, or the obligations imposed upon the Parties Pride and Seahawk by, this Section 6.086.5.

Preservation of Legal Privileges. (a) Cellectis RBS and the Company recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To that end, neither Neither Party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Party. In the event that privileged Privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) If the Disclosing Party required to deliver information pursuant to this Agreement believes in good faith (from internal or external counsel), that the delivery of such information would cause the loss of any Privileges (or create a risk of such loss), then both Parties will work in good faith to determine an alternate means of delivering the requested information, or the substance thereof, that does not result in the loss of such Privilege. If needed to preserve a Privilege, the Company and RBS agree to enter into a common interest agreement, in a form to be agreed to by the Parties, in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties and external counsel to the Disclosing Party informs the Receiving Party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the Privilege with respect to the information in question, even if a common interest agreement were to be entered into, or that for any other reason the information cannot be delivered without loss of the Privilege (such counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the Receiving Party can review the legal analysis with its own counsel), then the Disclosing Party is excused from providing such information but only to the extent and for the time necessary to preserve the Privileged character thereof. (c) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 8.03 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (cd) Cellectis’ transfer of Company Books and Records and other Information to the Company, CellectisThe Parties’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date exchange information contained herein are made in reliance on Cellectis’ RBS’s and the Company’s respective agreements, as set forth in Section 6.068.01, Section 6.07 8.02 and this Section 6.088.03, to maintain the confidentiality of such Information information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis RBS or the Company, as the case may be. The As between the Parties, the access to Information information being granted pursuant to Section 6.01 Article 6 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 9.10 hereof and the disclosure to Cellectis RBS and the Company of Privileged Information information relating to the Company Business or Cellectis RBS Business (if any) pursuant to this Agreement shall not be asserted by Cellectis RBS or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 8.03 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis RBS and the Company in, or the obligations imposed upon the Parties by, this Section 6.088.03.

Preservation of Legal Privileges. (a) Cellectis MMC and the Company recognize that the members of their respective Groups groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this Section 6.11 shall apply to all information relating to the MMREIS Business as to which, but for the Contribution and Distribution, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Effective Date but which, after the Contribution, is in the possession of either party and (ii) all information generated, received or arising after the Effective Date that refers to or relates to information described in the preceding clause (i). (c) Upon receipt by either Party party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 6.11 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (cd) Cellectis’ MMC’s transfer of Company Books and Records and other Information to the Company, Cellectis’ MMC’s agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis MMC Books and Records and other Information and the Company’s agreement to permit Cellectis MMC to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ MMC’s and the Company’s respective agreements, as set forth in Section 6.066.09, Section 6.07 6.10 and this Section 6.086.11, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis MMC or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 6.02 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 6.08 hereof and the disclosure to Cellectis MMC and the Company of Privileged Information relating to the Company MMREIS Business or Cellectis MMC Business (if any) pursuant to this Agreement in connection with the Contribution shall not be asserted by Cellectis MMC or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 6.11 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis MMC and the Company in, or the obligations imposed upon the Parties parties by, this Section 6.086.11.

Preservation of Legal Privileges. (a) Cellectis and the Company The Parties recognize that the members of their respective Groups they possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”)Privileged information. Each Party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged Privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To that end, neither Party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Party, which shall not be unreasonably withheld. In the event that privileged Privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 3.07 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis Transocean and the Company TODCO recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“"Privilege”"). Each Party party recognizes that they it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve maintain and assert use for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s party's interest. To Transocean and TODCO agree that endtheir respective rights and obligations to maintain, neither Party will knowingly preserve, assert or waive any or compromise all Privileges belonging to either party with respect to the TODCO Business or the Transocean Business shall be governed by the provisions of this Section 7.7. With respect to matters relating to the Transocean Business, Transocean shall have sole authority in perpetuity to determine whether to assert or waive any Privilege associated with such information or all Privileges, and advice TODCO shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of the other Party. In the event Transocean that privileged information is required to be disclosed to could result in any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of any Privilege with that could be asserted by Transocean or any of its Subsidiaries under applicable Law and this Agreement. With respect to such informationmatters relating to the TODCO Business, TODCO shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Transocean shall take no action (or permit any Party receiving it in connection with a proceeding shall be informed of its nature Subsidiaries to take action) without the prior written consent of TODCO that could result in any waiver of any Privilege that could be asserted by TODCO or any of its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 7.7 shall apply to all Information as to which Transocean or TODCO or their respective Subsidiaries would be required entitled to safeguard assert or has asserted a Privilege without regard to the effect, if any, of the Separation ("Privileged Information"). Privileged Information of Transocean includes but is not limited to (i) any and protect itall Information existing prior to the Separation regarding the Transocean Business but which after the Separation is in the possession of TODCO or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for Transocean or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of TODCO) and any person who, at the time of the communication, was an employee of Transocean or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of TODCO or any of its Subsidiaries; and (iii) all Information generated, received or arising after the IPO Closing Date that refers or relates to Privileged Information generated, received or arising prior to the IPO Closing Date. Privileged Information of TODCO includes but is not limited to (i) any and all Information generated prior to the Separation regarding the TODCO Business but which after the Separation is in the possession of Transocean or any of its Subsidiaries; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for TODCO or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of Transocean or its Subsidiaries) and any person who, at the time of the communication, was an employee of TODCO or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of Transocean or any of its Subsidiaries; and (iii) all Information generated, received or arising after the IPO Closing Date that refers or relates to Privileged Information generated, received or arising prior to the IPO Closing Date. (b) Upon receipt by either Party Transocean or TODCO, as the case may be, of any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of information that is Privileged Information of the subject of a Privilege, other or if a Party Transocean or TODCO, as the case may be, obtains knowledge that any current or former employee of a Party Transocean or TODCO, as the case may be, has received any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of such informationPrivileged Information of the other, such Party Transocean or TODCO, as the case may be, shall promptly notify the other of the existence of the request and shall provide the other Party a reasonable opportunity to review the information Information and to assert any rights it may have under this Section 6.08 7.7 or otherwise to prevent the production or disclosure of such informationPrivileged Information. Absent receipt of written consent from Transocean or TODCO, as the other Party to the production or disclosure of information that case may be covered by a Privilegebe, each Party agrees that it will not produce or disclose to any information that may be third party any of the other's Information covered by a Privilege under this Section 7.7 unless (A) the other has provided its express written consent to such production or disclosure, or (B) a court of competent jurisdiction has entered a final, nonappealable an order not subject to interlocutory appeal or review finding that the information Information is not entitled to protection from disclosure under any applicable Privilegeprivilege, doctrine or rule. (c) Cellectis’ Transocean's transfer of Company TODCO Books and Records and other Information to the CompanyTODCO, Cellectis’ Transocean's agreement to permit the Company TODCO to obtain Information existing prior to the Effective DateSeparation, the Company’s TODCO's transfer of Cellectis Transocean Books and Records and other Information and the Company’s TODCO's agreement to permit Cellectis Transocean to obtain Information existing prior to the Effective Date Separation are made in reliance on Cellectis’ Transocean's and the Company’s TODCO's respective agreements, as set forth in Section 6.06, Section 6.07 7.13 and this Section 6.087.7, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis Transocean or the CompanyTODCO, as the case may be. The access to Information being granted pursuant to Section 6.01 7.3 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 7.4(f) hereof and the disclosure to Cellectis TODCO and the Company Transocean of Privileged Information relating to the Company TODCO Business or Cellectis the Transocean Business (if any) pursuant to this Agreement in connection with the Separation shall not be asserted by Cellectis Transocean or the Company TODCO to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 7.7 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis Transocean and the Company TODCO in, or the obligations imposed upon the Parties Transocean and TODCO by, this Section 6.087.7.

Preservation of Legal Privileges. (a) Cellectis Parent and the Company Enova recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve preserve, and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party no party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this Section 6.8 shall apply to all information relating to the Enova Business as to which, but for the Separation, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Effective Date but which, after the Separation, is in the possession of either party and (ii) all information generated, received, or arising after the Effective Date that refers to or relates to information described in the preceding clause (i). (c) Upon receipt by either Party party of any subpoena, discovery discovery, or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery discovery, or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 6.8 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis CODI and the Company FOX recognize that the members of their respective Groups they possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”)Privileged information. Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged Privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty, which shall not be unreasonably withheld. In the event that privileged Privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) Upon receipt by either Party party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 1.08 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ CODI’s transfer of Company Books and Records and other Information information to the CompanyFOX, Cellectis’ CODI’s agreement to permit the Company FOX to obtain Information information existing prior to the Effective Date, the CompanyFOX’s transfer of Cellectis Books information to CODI and Records and other Information and the CompanyFOX’s agreement to permit Cellectis CODI to obtain Information information existing prior to the Effective Date are made in reliance on Cellectis’ CODI’s and the CompanyFOX’s respective agreements, as set forth in Section 6.061.06, Section 6.07 1.07 and this Section 6.081.08, to maintain the confidentiality of such Information information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis CODI or the CompanyFOX, as the case may be. The access to Information information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 1.01 hereof and the disclosure to Cellectis CODI and the Company FOX of Privileged Information relating to the Company Business or Cellectis Business (if any) information pursuant to this Agreement shall not be asserted by Cellectis CODI or the Company FOX to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 1.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis CODI and the Company FOX in, or the obligations imposed upon the Parties parties by, this Section 6.081.08.

Preservation of Legal Privileges. (a) Cellectis Noble and the Company Paragon recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection privilege (“Privilege”). Each Party recognizes that they it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve maintain and assert use for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To Noble and Paragon agree that endtheir respective rights and obligations to maintain, neither preserve, assert or waive any or all Privileges belonging to either Party will knowingly with respect to the Paragon Business or the Noble Business shall be governed by the provisions of this Section 6.6. With respect to matters relating to the Noble Business, Noble shall have sole authority in perpetuity to determine whether to assert or waive any or compromise all Privileges, and Paragon shall take no action (or permit any Privilege associated with such information and advice of the members of its Group to take action) without the prior written consent of the other Party. In the event Noble that privileged information is required to be disclosed to could result in any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of any Privilege with that could be asserted by any member of the Noble Group under applicable Law and this Agreement. With respect to such informationmatters relating to the Paragon Business, Paragon shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Noble shall take no action (or permit any Party receiving it in connection with a proceeding shall be informed of the members of its nature Group to take action) without the prior written consent of Paragon that could result in any waiver of any Privilege that could be asserted by any member of the Paragon Group under applicable Law and this Agreement. The rights and obligations created by this Section 6.6 shall apply to all Information as to which Noble or Paragon or their respective Groups would be required entitled to safeguard assert or has asserted a Privilege without regard to the effect, if any, of the Separation (“Privileged Information”). Privileged Information of Noble includes (i) any and protect itall Information existing prior to the Separation regarding the Noble Business but which after the Separation is in the possession of any member of the Paragon Group; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for any member of the Noble Group (including in-house counsel and former in-house counsel who are employees of any member of the Paragon Group) and any person who, at the time of the communication, was an employee of any member of the Noble Group, regardless of whether such employee is or becomes an employee of any member of the Paragon Group; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution Date. Privileged Information of Paragon includes (i) any and all Privileged Information existing prior to the Separation regarding the Paragon Business but which after the Separation is in the possession of any member of the Noble Group; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for any member of the Paragon Group (including in-house counsel and former in-house counsel who are employees of any member of the Noble Group) and any person who, at the time of the communication, was an employee of any member of the Paragon Group, regardless of whether such employee is or becomes an employee of any member of the Noble Group; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either Party Noble or Paragon, as the case may be, of any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of information that is Privileged Information of the subject of a Privilege, other or if a Party Noble or Paragon, as the case may be, obtains knowledge that any current or former employee of a Party Noble or Paragon, as the case may be, has received any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of such informationPrivileged Information of the other, such Party Noble or Paragon, as the case may be, shall promptly notify the other of the existence of the request and shall provide the other Party a reasonable opportunity to review the information Information and to assert any rights it may have under this Section 6.08 6.6 or otherwise to prevent the production or disclosure of such informationPrivileged Information. Absent receipt of written consent from Noble or Paragon, as the other Party to the production or disclosure of information that case may be covered by a Privilegebe, each Party agrees that it will not produce or disclose to any information that may be covered by a Privilege third party any of the other’s Privileged Information under this Section 6.6 unless (A) the other has provided its express written consent to such production or disclosure, or (B) a court of competent jurisdiction has entered a final, nonappealable an order not subject to interlocutory appeal or review finding that the information Information is not entitled to protection from disclosure under any applicable Privilege, doctrine or rule. (c) Cellectis’ Noble’s transfer of Company Paragon Books and Records and other Information to the CompanyParagon, Cellectis’ Noble’s agreement to permit the Company Paragon to obtain Information existing prior to the Effective DateSeparation, the CompanyParagon’s transfer of Cellectis Noble Books and Records and other Information and the CompanyParagon’s agreement to permit Cellectis Noble to obtain Information existing prior to the Effective Date Separation are made in reliance on Cellectis’ Noble’s and the CompanyParagon’s respective agreements, as set forth in Section 6.06, Section 6.07 6.10 and this Section 6.086.6, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis Noble or the CompanyParagon, as the case may be. The access to Information being granted pursuant to Section 6.01 6.3 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 6.4(f) hereof and the disclosure to Cellectis Paragon and the Company Noble of Privileged Information relating to the Company Paragon Business or Cellectis the Noble Business (if any) pursuant to this Agreement in connection with the Separation shall not be asserted by Cellectis Noble or the Company Paragon to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 6.6 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis Noble and the Company Paragon in, or the obligations imposed upon the Parties Noble and Paragon by, this Section 6.086.6.

Preservation of Legal Privileges. (a) Cellectis The Rio Tinto Parties, on the one hand, and the Company Cloud Peak Parties, on the other hand, recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“"Privilege”"). Each Party recognizes The Rio Tinto Parties, on the one hand, and the Cloud Peak Parties, on the other hand, recognize that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s 's interest. To that end, neither Party the Rio Tinto Parties, on the one hand, nor the Cloud Peak Parties, on the other hand, will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the Rio Tinto Parties, on the one hand, or the Cloud Peak Parties, on the other Partyhand, as applicable. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Rio Tinto Parties, on the one hand, and the Cloud Peak Parties, on the other hand, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The provision of any information pursuant to this Article VII shall not be deemed a waiver of any Privilege. Following the Closing Date, neither CPE nor CPE LLC, on the one hand, nor RTEA nor KMS, on the other hand, nor their respective Subsidiaries will be required to provide any information pursuant to this Article VII if the provision of such information would serve as a waiver of any Privilege afforded such information. (c) The rights and obligations created by this Section 7.14 shall apply to all information relating to the Cloud Peak Business as to which, prior to the Closing, any Party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Closing Date but which, after the Closing, is in the possession of any Party and (ii) all information generated, received or arising after the Closing Date that reflects or incorporates information described in the preceding clause (i). (d) Upon receipt by either any Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 7.14 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the Rio Tinto Parties, on the one hand, or the Cloud Peak Parties, on the other Party hand, as applicable, to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis and the Company The Parties recognize that the members of their respective Groups they possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”)Privileged information. Each Party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged Privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both the Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To that end, neither no Party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Party, which shall not be unreasonably withheld. In the event that privileged Privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 5.07 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis Pfizer and the Company recognize that the members of their respective Groups groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“"Privilege”"). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s party's interest. To that end, neither Party party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this Section 6.11 shall apply to all information relating to the Animal Health Business as to which, but for the Contribution, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Effective Date but which, after the Contribution, is in the possession of either party and (ii) all information generated, received or arising after the Effective Date that refers to or relates to information described in the preceding clause (i). (c) Upon receipt by either Party party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 6.11 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (cd) Cellectis’ Pfizer's transfer of Company Books and Records and other Information to the Company, Cellectis’ Pfizer's agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s 's transfer of Cellectis Pfizer Books and Records and other Information and the Company’s 's agreement to permit Cellectis Pfizer to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ Pfizer's and the Company’s 's respective agreements, as set forth in Section 6.066.09, Section 6.07 6.10 and this Section 6.086.11, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis Pfizer or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 6.02 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 6.08 hereof and the disclosure to Cellectis Pfizer and the Company of Privileged Information relating to the Company Animal Health Business or Cellectis Pfizer Business (if any) pursuant to this Agreement in connection with the Contribution shall not be asserted by Cellectis Pfizer or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 6.11 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis Pfizer and the Company in, or the obligations imposed upon the Parties parties by, this Section 6.086.11.

Preservation of Legal Privileges. (a) Cellectis Parent and the Company recognize that the members of their respective Groups groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this Section 6.11 shall apply to all information relating to the Lithium Business as to which, but for the Separation, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Separation Date but which, after the Separation, is in the possession of either party and (ii) all information generated, received or arising after the Separation Date that refers to or relates to information described in the preceding clause (i). (c) Upon receipt by either Party party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 6.11 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (cd) Cellectis’ Parent’s transfer of Company Books and Records and other Information to the Company, Cellectis’ Parent’s agreement to permit the Company to obtain Information existing prior to the Effective Separation Date, the Company’s transfer of Cellectis Parent Books and Records and other Information and the Company’s agreement to permit Cellectis Parent to obtain Information existing prior to the Effective Separation Date are made in reliance on Cellectis’ Parent’s and the Company’s respective agreements, as set forth in Section 6.066.09, Section 6.07 6.10 and this Section 6.086.11, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis Parent or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 6.02 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 6.08 hereof and the disclosure to Cellectis Parent and the Company of Privileged Information relating to the Company Lithium Business or Cellectis Parent Business (if any) pursuant to this Agreement in connection with the Separation shall not be asserted by Cellectis Parent or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 6.11 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis Parent and the Company in, or the obligations imposed upon the Parties parties by, this Section 6.086.11. (e) All communications between members of the Parent Group, on the one hand, and Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Lithium Group, on the other hand, related to the Transactions shall be deemed to be attorney-client confidences and Privileges that belong solely to the members of the Parent Group.

Preservation of Legal Privileges. (a) Cellectis The Rio Tinto Parties, on the one hand, and the Company Cloud Peak Parties, on the other hand, recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party recognizes The Rio Tinto Parties, on the one hand, and the Cloud Peak Parties, on the other hand, recognize that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To that end, neither Party the Rio Tinto Parties, on the one hand, nor the Cloud Peak Parties, on the other hand, will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the Rio Tinto Parties, on the one hand, or the Cloud Peak Parties, on the other Partyhand, as applicable. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Rio Tinto Parties, on the one hand, and the Cloud Peak Parties, on the other hand, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The provision of any information pursuant to this Article VII shall not be deemed a waiver of any Privilege. Following the Closing Date, neither CPE nor CPE LLC, on the one hand, nor RTEA nor KMS, on the other hand, nor their respective Subsidiaries will be required to provide any information pursuant to this Article VII if the provision of such information would serve as a waiver of any Privilege afforded such information. (c) The rights and obligations created by this Section 7.14 shall apply to all information relating to the Cloud Peak Business as to which, prior to the Closing, any Party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Closing Date but which, after the Closing, is in the possession of any Party and (ii) all information generated, received or arising after the Closing Date that reflects or incorporates information described in the preceding clause (i). (d) Upon receipt by either any Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 7.14 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the Rio Tinto Parties, on the one hand, or the Cloud Peak Parties, on the other Party hand, as applicable, to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis and the Company The Parties recognize that the members of their respective Groups they possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”)Privileged information. Each Party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged Privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both the Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To that end, neither no Party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Party, which shall not be unreasonably withheld. In the event that privileged Privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 ‎Section 4.07 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis Noble and the Company Paragon recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection privilege (“Privilege”). Each Party recognizes that they it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve maintain and assert use for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To Noble and Paragon agree that endtheir respective rights and obligations to maintain, neither preserve, assert or waive any or all Privileges belonging to either Party will knowingly with respect to the Paragon Business or the Noble Business shall be governed by the provisions of this Section 6.6. With respect to matters relating to the Noble Business, Noble shall have sole authority in perpetuity to determine whether to assert or waive any or compromise all Privileges, and Paragon shall take no action (or permit any Privilege associated with such information and advice of the members of its Group to take action) without the prior written consent of the other Party. In the event Noble that privileged information is required to be disclosed to could result in any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of any Privilege with that could be asserted by any member of the Noble Group under applicable Law and this Agreement. With respect to such informationmatters relating to the Paragon Business, Paragon shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Noble shall take no action (or permit any Party receiving it in connection with a proceeding shall be informed of the members of its nature Group to take action) without the prior written consent of Paragon that could result in any waiver of any Privilege that could be asserted by any member of the Paragon Group under applicable Law and this Agreement. The rights and obligations created by this Section 6.6 shall apply to all Information as to which Noble or Paragon or their respective Groups would be required entitled to safeguard assert or has asserted a Privilege without regard to the effect, if any, of the Separation (“Privileged Information”). Privileged Information of Noble includes (i) any and protect itall Information existing prior to the Separation regarding the Noble Business but which after the Separation is in the possession of any member of the Paragon Group; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for any member of the Noble Group (including in-house counsel and former in-house counsel who are employees of any member of the Paragon Group) and any person who, at the time of the communication, was an employee of any member of the Noble Group, regardless of whether such employee is or becomes an employee of any member of the Paragon Group; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution Date. Privileged Information of Paragon includes (i) any and all Privileged Information existing prior to the Separation regarding the Paragon Business but which after the Separation is in the possession of any member of the Noble Group; (ii) all communications subject to a Privilege occurring prior to the Separation between counsel for any member of the Paragon Group (including in-house counsel and former in-house counsel who are employees of any member of the Noble Group) and any person who, at the time of the communication, was an employee of any member of the Paragon Group, regardless of whether such employee is or becomes an employee of any member of the Noble Group; and (iii) all Privileged Information generated, received or arising after the Distribution Date that refers or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either Party Noble or Paragon, as the case may be, of any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of information that is Privileged Information of the subject of a Privilege, other or if a Party Noble or Paragon, as the case may be, obtains knowledge that any current or former employee of a Party Noble or Paragon, as the case may be, has received any subpoena, discovery or other request from any third party that may call actually or arguably calls for the production or disclosure of such informationPrivileged Information of the other, such Party Noble or Paragon, as the case may be, shall promptly notify the other of the existence of the request and shall provide the other Party a reasonable opportunity to review the information Information and to assert any rights it may have under this Section 6.08 6.6 or otherwise to prevent the production or disclosure of such informationPrivileged Information. Absent receipt of written consent from Noble or Paragon, as the other Party to the production or disclosure of information that case may be covered by a Privilegebe, each Party agrees that it will not produce or disclose to any information that may be covered by a Privilege third party any of the other’s Privileged Information under this Section 6.6 unless (A) the other has provided its express written consent to such production or disclosure, or (B) a court of competent jurisdiction has entered a final, nonappealable an order not subject to interlocutory appeal or review finding that the information Information is not entitled to protection from disclosure under any applicable Privilege, doctrine or rule. (c) Cellectis’ Noble’s transfer of Company Paragon Books and Records and other Information to the CompanyParagon, Cellectis’ Noble’s agreement to permit the Company Paragon to obtain Information existing prior to the Effective DateSeparation, the CompanyParagon’s transfer of Cellectis Noble Books and Records and other Information and the CompanyParagon’s agreement to permit Cellectis Noble to obtain Information existing prior to the Effective Date Separation are made in reliance on Cellectis’ Noble’s and the CompanyParagon’s respective agreements, as set forth in Section 6.06, Section 6.07 6.10 and this Section 6.086.6, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis Noble or the CompanyParagon, as the case may be. The access to Information being granted pursuant to Section 6.01 6.3 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 6.4(f) hereof and the disclosure to Cellectis Paragon and the Company Noble of Privileged Information relating to the Company Paragon Business or Cellectis the Noble Business (if any) pursuant to this Agreement in connection with the Separation shall not be asserted by Cellectis Noble or the Company Paragon to constitute, or otherwise be deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.6.6

Preservation of Legal Privileges. (a) Cellectis and the Company The parties recognize that the members of their respective Groups they possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”)Privileged information. Each Party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged Privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s interest. To that end, neither Party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Party, which shall not be unreasonably withheld. In the event that privileged Privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) Upon receipt by either Party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 2.07 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party to the production or disclosure of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis Books and Records and other Information and the Company’s agreement to permit Cellectis to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating to the Company Business or Cellectis Business (if any) pursuant to this Agreement shall not be asserted by Cellectis or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08.

Preservation of Legal Privileges. (a) Cellectis HeidelbergCement and the Company recognize that the members of their respective Groups groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this Section 6.11 shall apply to all information relating to the Building Products Business as to which, but for the Contribution, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Effective Date but which, after the Contribution, is in the possession of either party and (ii) all information generated, received or arising after the Effective Date that refers to or relates to information described in the preceding clause (i). (c) Upon receipt by either Party party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 6.11 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (cd) Cellectis’ HeidelbergCement’s transfer of Company Books and Records and other Information to the Company, Cellectis’ HeidelbergCement’s agreement to permit the Company to obtain Information existing prior to the Effective Date, the Company’s transfer of Cellectis HeidelbergCement Books and Records and other Information and the Company’s agreement to permit Cellectis HeidelbergCement to obtain Information existing prior to the Effective Date are made in reliance on Cellectis’ HeidelbergCement’s and the Company’s respective agreements, as set forth in Section 6.06in, Section 6.07 6.09, Section 6.10 and this Section 6.086.11, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis HeidelbergCement or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 6.02 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 6.08 hereof and the disclosure to Cellectis HeidelbergCement and the Company of Privileged Information relating to the Company Building Products Business or Cellectis HeidelbergCement Business (if any) pursuant to this Agreement in connection with the Contribution shall not be asserted by Cellectis HeidelbergCement or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 6.11 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis HeidelbergCement and the Company in, or the obligations imposed upon the Parties parties by, this Section 6.086.11.

Preservation of Legal Privileges. (a) Cellectis Transocean and the Company TODCO recognize that the members of their respective Groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“"Privilege”"). Each Party party recognizes that they it shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve maintain and assert use for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Party’s party's interest. To Transocean and TODCO agree that endtheir respective rights and obligations to maintain, neither Party will knowingly preserve, assert or waive any or compromise all Privileges belonging to either party with respect to the TODCO Business or the Transocean Business shall be governed by the provisions of this Section 7.7. With respect to matters relating to the Transocean Business, Transocean shall have sole authority in perpetuity to determine whether to assert or waive any Privilege associated with such information or all Privileges, and advice TODCO shall take no action (or permit any of its Subsidiaries to take action) without the prior written consent of the other Party. In the event Transocean that privileged information is required to be disclosed to could result in any arbitrator or mediator in connection with a dispute between the Parties, such disclosure shall not be deemed a waiver of any Privilege with that could be asserted by Transocean or any of its Subsidiaries under applicable Law and this Agreement. With respect to such informationmatters relating to the TODCO Business, TODCO shall have sole authority in perpetuity to determine whether to assert or waive any or all Privileges, and Transocean shall take no action (or permit any Party receiving it in connection with a proceeding shall be informed of its nature and shall be required Subsidiaries to safeguard and protect it. (btake action) Upon receipt by either Party without the prior written consent of TODCO that could result in any waiver of any subpoena, discovery Privilege that could be asserted by TODCO or other request that may call for the production any of its Subsidiaries under applicable Law and this Agreement. The rights and obligations created by this Section 7.7 shall apply to all Information as to which Transocean or disclosure of information that is the subject of a Privilege, TODCO or if a Party obtains knowledge that any current or former employee of a Party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party shall provide the other Party a reasonable opportunity to review the information and their respective Subsidiaries would be entitled to assert any rights it may have under this Section 6.08 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party has asserted a Privilege without regard to the production or disclosure effect, if any, of information that may be covered by a Privilege, each Party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court the Separation ("Privileged Information"). Privileged Information of competent jurisdiction has entered a final, nonappealable order finding that the information Transocean includes but is not entitled limited to protection under (i) any applicable Privilege. (c) Cellectis’ transfer of Company Books and Records and other Information to the Company, Cellectis’ agreement to permit the Company to obtain all Information existing prior to the Effective Date, Separation regarding the Company’s transfer Transocean Business but which after the Separation is in the possession of Cellectis Books and Records and other Information and the Company’s agreement TODCO or any of its Subsidiaries; (ii) all communications subject to permit Cellectis to obtain Information existing a Privilege occurring prior to the Effective Separation between counsel for Transocean or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of TODCO) and any person who, at the time of the communication, was an employee of Transocean or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of TODCO or any of its Subsidiaries; and (iii) all Information generated, received or arising after the IPO Closing Date are made in reliance on Cellectis’ and the Company’s respective agreements, as set forth in Section 6.06, Section 6.07 and this Section 6.08, that refers or relates to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 hereof and the disclosure to Cellectis and the Company of Privileged Information relating generated, received or arising prior to the Company IPO Closing Date. Privileged Information of TODCO includes but is not limited to (i) any and all Information generated prior to the Separation regarding the TODCO Business but which after the Separation is in the possession of Transocean or Cellectis Business any of its Subsidiaries; (if anyii) pursuant all communications subject to this Agreement shall not be asserted by Cellectis a Privilege occurring prior to the Separation between counsel for TODCO or any of its Subsidiaries (including in-house counsel and former in-house counsel who are employees of Transocean or its Subsidiaries) and any person who, at the Company time of the communication, was an employee of TODCO or any of its Subsidiaries, regardless of whether such employee is or becomes an employee of Transocean or any of its Subsidiaries; and (iii) all Information generated, received or arising after the IPO Closing Date that refers or relates to constitutePrivileged Information generated, received or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 or otherwise. Nothing in this Agreement shall operate arising prior to reduce, minimize or condition the rights granted to Cellectis and the Company in, or the obligations imposed upon the Parties by, this Section 6.08IPO Closing Date.

Preservation of Legal Privileges. (a) Cellectis Parent and the Company recognize that the members of their respective Groups groups possess and will possess information and advice that has been previously developed but is legally protected from disclosure under legal privileges, such as the attorney-client privilege or work product exemption and other concepts of legal protection (“Privilege”). Each Party party recognizes that they shall be jointly entitled to the Privilege with respect to such privileged information and that each shall be entitled to maintain, preserve and assert for its own benefit all such information and advice, but both Parties parties shall ensure that such information is maintained so as to protect the Privileges with respect to the other Partyparty’s interest. To that end, neither Party party will knowingly waive or compromise any Privilege associated with such information and advice without the prior written consent of the other Partyparty. In the event that privileged information is required to be disclosed to any arbitrator or mediator in connection with a dispute between the Partiesparties, such disclosure shall not be deemed a waiver of Privilege with respect to such information, and any Party party receiving it in connection with a proceeding shall be informed of its nature and shall be required to safeguard and protect it. (b) The rights and obligations created by this ‎Section 6.11 shall apply to all information relating to the Lithium Business as to which, but for the Separation, either party would have been entitled to assert or did assert the protection of a Privilege, including (i) any and all information generated prior to the Separation Date but which, after the Separation, is in the possession of either party and (ii) all information generated, received or arising after the Separation Date that refers to or relates to information described in the preceding clause ‎(i). (c) Upon receipt by either Party party of any subpoena, discovery or other request that may call for the production or disclosure of information that is the subject of a Privilege, or if a Party party obtains knowledge that any current or former employee of a Party party has received any subpoena, discovery or other request that may call for the production or disclosure of such information, such Party party shall provide the other Party party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.08 ‎Section 6.11 or otherwise to prevent the production or disclosure of such information. Absent receipt of written consent from the other Party party to the production or disclosure of information that may be covered by a Privilege, each Party party agrees that it will not produce or disclose any information that may be covered by a Privilege unless a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. (cd) Cellectis’ Parent’s transfer of Company Books and Records and other Information to the Company, Cellectis’ Parent’s agreement to permit the Company to obtain Information existing prior to the Effective Separation Date, the Company’s transfer of Cellectis Parent Books and Records and other Information and the Company’s agreement to permit Cellectis Parent to obtain Information existing prior to the Effective Separation Date are made in reliance on Cellectis’ Parent’s and the Company’s respective agreements, as set forth in Section 6.06‎Section 6.09, Section 6.07 ‎Section 6.10 and this Section 6.08‎Section 6.11, to maintain the confidentiality of such Information and to take the steps provided herein for the preservation of all Privileges that may belong to or be asserted by Cellectis Parent or the Company, as the case may be. The access to Information being granted pursuant to Section 6.01 ‎Section 6.02 hereof, the agreement to provide witnesses and individuals pursuant to Section 6.06 ‎Section 6.08 hereof and the disclosure to Cellectis Parent and the Company of Privileged Information relating to the Company Lithium Business or Cellectis Parent Business (if any) pursuant to this Agreement in connection with the Separation shall not be asserted by Cellectis Parent or the Company to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 6.08 ‎Section 6.11 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Cellectis Parent and the Company in, or the obligations imposed upon the Parties parties by, this Section 6.08‎Section 6.11. (e) All communications between members of the Parent Group, on the one hand, and Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Lithium Group, on the other hand, related to the Transactions shall be deemed to be attorney-client confidences and Privileges that belong solely to the members of the Parent Group.