Common use of Privileged Matters Clause in Contracts

Privileged Matters. (a) Epitope and Agritope will each maintain, preserve and assert all privileges, including, without limitation, any privilege or protection arising under or relating to any attorney-client relationship (including, without limitation, the attorney-client and work product privileges), that existed prior to the Distribution Date in favor of the other party ("Privilege" or "Privileges"). Neither party will waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged Party. The rights and obligations created by this paragraph apply to all information as to which, but for the Distribution, a party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"). (b) Upon receipt by either party or any of its Affiliates of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information of the other party, or if a party obtains knowledge that any of its current or former employees has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other party, the party will promptly notify the Privileged Party of the existence of the request and will provide the Privileged Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will produce or disclose any information it should reasonably expect to be covered by a Privilege under this Section 6.6 unless (i) the Privileged Party has provided its express written consent to such production or disclosure; or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable privilege. (c) Either party's provision of information to the other party, and either party's agreement to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Date, are made in reliance on the agreement, as set forth in this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with the Distribution and this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.

Privileged Matters. (a) Epitope Each of Xxxx Xxx, CoffeeCo and Agritope will each DutchCo agrees to maintain, preserve and assert all privileges, including, without limitation, any privilege or protection including privileges arising under or relating to any the attorney-client relationship (including, without limitation, which shall include the attorney-client and work product privileges), not heretofore waived, that existed relate to the CoffeeCo Business or the Xxxx Xxx Business or the Tax Opinion for any period prior to the Distribution Date in favor of the other party ("each a “Privilege" or "Privileges"”). Neither party will Each Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the Party requesting that such Privilege be asserted. Each Party agrees that neither it nor any of its Affiliates shall waive any Privilege that could be asserted by the other Parties or any of its Affiliates under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged Partyother Parties. The rights and obligations created by this paragraph Section 11.9 shall apply to all information relating to the Xxxx Xxx Business or the CoffeeCo Business as to which, but for the DistributionSeparation, a party each Party would have been entitled to assert or did assert the protection of a Privilege ("“Privileged Information"”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of any Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party or any of its Affiliates a Party of any subpoena, discovery or other request that arguably calls may call for the production or disclosure of Privileged Information or if a Party obtains knowledge that any current or former employee of Xxxx Xxx, CoffeeCo or DutchCo or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party, Parties or if a party obtains knowledge that any of its current or former employees has received any subpoenasuch other Parties’ Affiliates, discovery or other request which arguably calls for the production or disclosure of Privileged Information of such Party shall notify promptly the other party, the party will promptly notify the Privileged Party Parties of the existence of the request and will shall provide the Privileged Party other Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 11.9 or otherwise to prevent the production or disclosure of Privileged Information. Neither party Each Party agrees that it will not produce or disclose any information it should reasonably expect to that may be covered by a Privilege of any other Party or any of such other Party’s Affiliates under this Section 6.6 11.9 unless (i) the Privileged such Party or such Affiliate has provided its express written consent to such production or disclosure; disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilegePrivilege. (c) Either party's provision Xxxx Xxx’x transfer of books and records and other information to the other partyCoffeeCo and DutchCo, and either party's Xxxx Xxx’x agreement to permit the other party CoffeeCo and DutchCo to possess copies of Privileged Information occurring existing or generated prior to the Distribution Date, are made in reliance on the CoffeeCo’s and DutchCo’s agreement, as set forth in this Section 6.6Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with The access to information being granted pursuant to Section 11.1, the Distribution agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to CoffeeCo and DutchCo pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.11.9

Privileged Matters. (a) Epitope Each of Marathon Oil and Agritope will each Marathon Petroleum agrees to use commercially reasonable efforts to maintain, preserve and and, following the written request of the other Party, assert all privileges, including, without limitation, any privilege or protection including privileges arising under or relating to any the attorney-client relationship (including, without limitation, which shall include the attorney-client and work product privileges), not heretofore waived, that existed relate to the Marathon Petroleum Business or the Marathon Oil Business for any period prior to the Distribution Date in favor of the other party ("each a “Privilege" or "Privileges"”). Neither party will Each Party hereto acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the Party requesting that such Privilege be asserted. Each Party agrees that it shall not knowingly waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged other Party. Each Party agrees that it will not produce or disclose any information that it believes or has reason to believe may be covered by a Privilege of the other Party under this Section 13.9 unless (i) the other Party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, nonappealable order finding that the information is not entitled to protection under any applicable Privilege. The rights and obligations created by this paragraph Section 13.9 shall apply to all information relating to the Marathon Oil Business or the Marathon Petroleum Business as to which, but for the Distribution, a party either Party would have been entitled to assert or did assert the protection of a Privilege ("“Privileged Information"”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party or any of its Affiliates Party of any subpoena, discovery or other request that arguably calls may call for the production or disclosure of Privileged Information or if either Party obtains knowledge that any current or former employee of Marathon Oil or Marathon Petroleum has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other partyParty, or if a party obtains knowledge that any of its current or former employees has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of such Party shall notify promptly the other party, the party will promptly notify the Privileged Party of the existence of the request and will shall provide the Privileged other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 13.9 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will produce or disclose any information it should reasonably expect to be covered by a Privilege under this Section 6.6 unless (i) the Privileged Party has provided its express written consent to such production or disclosure; or (ii) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable privilege. (c) Either party's provision Marathon Oil’s transfer of books and records and other information to the other partyMarathon Petroleum, and either party's Marathon Oil’s agreement to permit the other party Marathon Petroleum to possess copies of Privileged Information occurring existing or generated prior to the Distribution Date, are made in reliance on the Marathon Petroleum’s agreement, as set forth in this Section 6.613.8 and Section 13.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with The access to information being granted pursuant to Section 13.1, the Distribution agreement to provide witnesses and individuals pursuant to Section 13.6 and the transfer of Privileged Information to Marathon Petroleum pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor under this Section 13.9 or otherwise. Nothing in this Agreement shall they operate to reduce, minimize or condition the rights granted to either party Marathon Oil in, or the obligations imposed upon either party Marathon Petroleum by, this Section 6.6. (d) Agritope 13.9. Marathon Petroleum’s transfer of books and records and other information to Marathon Oil, and Marathon Petroleum’s agreement to permit Marathon Oil to possess Privileged Information existing or generated prior to the Distribution Date, are made in reliance on Marathon Oil’s agreement, as set forth in Section 13.8 and Section 13.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 13.1, the agreement to provide witnesses and individuals pursuant to Section 13.6 and the transfer of Privileged Information to Marathon Oil pursuant to this Agreement shall cause the Core Companies to comply with the restrictions imposed on it not be deemed a waiver of any Privilege that has been or may be asserted under this Section 6.613.9 or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Marathon Petroleum in, or the obligations imposed upon Marathon Oil by, this Section 13.9.

Privileged Matters. (a) Epitope Each of Xxxx Xxx, CoffeeCo and Agritope will each DutchCo agrees to maintain, preserve and assert all privileges, including, without limitation, any privilege or protection including privileges arising under or relating to any the attorney-client relationship (including, without limitation, which shall include the attorney-client and work product privileges), not heretofore waived, that existed relate to the CoffeeCo Business or the Xxxx Xxx Business for any period prior to the Distribution Date in favor of the other party ("each a “Privilege" or "Privileges"”). Neither party will Each Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the Party requesting that such Privilege be asserted. Each Party agrees that neither it nor any of its Affiliates shall waive any Privilege that could be asserted by the other Parties or any of its Affiliates under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged Partyother Parties. The rights and obligations created by this paragraph Section 11.9 shall apply to all information relating to the Xxxx Xxx Business or the CoffeeCo Business as to which, but for the DistributionSeparation, a party each Party would have been entitled to assert or did assert the protection of a Privilege ("“Privileged Information"”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of any Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party or any of its Affiliates a Party of any subpoena, discovery or other request that arguably calls may call for the production or disclosure of Privileged Information or if a Party obtains knowledge that any current or former employee of Xxxx Xxx, CoffeeCo or DutchCo or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party, Parties or if a party obtains knowledge that any of its current or former employees has received any subpoenasuch other Parties’ Affiliates, discovery or other request which arguably calls for the production or disclosure of Privileged Information of such Party shall notify promptly the other party, the party will promptly notify the Privileged Party Parties of the existence of the request and will shall provide the Privileged Party other Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 11.9 or otherwise to prevent the production or disclosure of Privileged Information. Neither party Each Party agrees that it will not produce or disclose any information it should reasonably expect to that may be covered by a Privilege of any other Party or any of such other Party’s Affiliates under this Section 6.6 11.9 unless (i) the Privileged such Party or such Affiliate has provided its express written consent to such production or disclosure; disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilegePrivilege. (c) Either party's provision Xxxx Xxx’x transfer of books and records and other information to the other partyCoffeeCo and DutchCo, and either party's Xxxx Xxx’x agreement to permit the other party CoffeeCo and DutchCo to possess copies of Privileged Information occurring existing or generated prior to the Distribution Date, are made in reliance on the CoffeeCo’s and DutchCo’s agreement, as set forth in this Section 6.6Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with The access to information being granted pursuant to Section 11.1, the Distribution agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to CoffeeCo and DutchCo pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.11.9 or otherwise. Nothing in this Agreement shall

Privileged Matters. (a) Epitope Each of Baxter and Agritope will each Edwards agrees to ------------------ maintain, preserve and assert all privileges, including, without limitation, any privilege or protection including privileges arising under or relating to any the attorney-client relationship (including, which shall include without limitation, limitation the attorney-client and work product privileges), not heretofore waived, that existed relate to the Edwards Business and the Transferred Assets for any period prior to the Distribution Date in favor of the other party ("Privilege" or "Privileges"). Neither party will Each Party --------- ---------- agrees that it shall not waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged other Party. The rights and obligations created by this paragraph Section 17.8 shall apply to all ------------ information relating to the Edwards Business as to which, but for the Distribution, a party either Party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"), including (i) any and all ---------------------- information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either Party; and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party or any of its Affiliates Party of any subpoena, discovery or other request that arguably calls may call for the production or disclosure of Privileged Information of the other party, or if a party either Party obtains knowledge that any of its current or former employees employee of Baxter or Edwards has received any subpoena, discovery or other request which arguably calls that may call for the production or disclosure of Privileged Information of Information, such Party shall notify promptly the other party, the party will promptly notify the Privileged Party of the existence of the request and will shall provide the Privileged other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 17.8 or otherwise to prevent ------------ the production or disclosure of Privileged Information. Neither party Each Party agrees that it will not produce or disclose any information it should reasonably expect to that may be covered by a Privilege under this Section 6.6 17.8 unless (i) the Privileged other Party has provided its express ------------ written consent to such production or disclosure; disclosure (which consent will not be unreasonably withheld), or (ii) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilegePrivilege. (c) Either party's provision of information to the other party, and either party's agreement to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Date, are made in reliance on the agreement, as set forth in this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with the Distribution and this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.

Privileged Matters. (a) Epitope True North and Agritope TN Technologies Holding agree that TN Technologies Holding will each maintain, preserve and assert all privileges, including, without limitation, any privilege or protection privileges arising under or relating to any the attorney-client relationship (includingrelationship, without limitation, including but not limited to the attorney-client and work product privileges), that existed prior relate exclusively to the Distribution Date in favor of the other party Retained Liabilities ("Privilege" or "Privileges"). Neither party will True North shall be entitled to control the assertion or waiver of any and all Privileges in perpetuity. TN Technologies Holding shall not waive any Privilege that which could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged PartyTrue North. The rights and obligations created by this paragraph shall apply to all information as to which, but for the DistributionAcquisition, a party True North would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"), including, but not limited to, (i) any and all information generated prior to the Closing Date but which, after the Acquisition, is in the possession of TN Technologies Holding; (ii) all communications subject to a privilege occurring prior to the Closing Date between counsel for True North and any person who, at the time of the communications, was an employee of True North, regardless of whether such employee is or becomes a TN Technologies Holding employee; and (iii) all information generated, received or arising after the Closing Date that refers or relates to Privileged Information generated, received or arising prior to the Closing Date. (b) Upon receipt by either party or any of its Affiliates TN Technologies Holding of any subpoena, discovery or other request that which arguably calls for the production or disclosure of Privileged Information of the other party, or if a party TN Technologies Holding obtains knowledge that any of its current or former employees employee of TN Technologies Holding has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other partyInformation, the party will TN Technologies Holding shall promptly notify the Privileged Party True North of the existence of the request and will shall provide the Privileged Party True North a reasonable opportunity to review the information Privileged Information and at True North's cost and expense to assert any rights it may have under this Section 6.6 10.5 or otherwise to prevent the production or disclosure of Privileged Information. Neither party TN Technologies Holding will not produce or disclose any information it should reasonably expect to be arguably covered by a Privilege under this Section 6.6 10.5 unless (ia) the Privileged Party True North has provided its express written consent to such production or disclosure; disclosure or (iib) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilege. (c) Either partyTrue North's provision transfer of Books and Records and other information to the other partyTN Technologies Holding, and either partyTrue North's agreement to permit the other party TN Technologies Holding to possess copies of Privileged Information occurring or generated prior to the Distribution Dateformation of TN Technologies Holding, are made in reliance on the TN Technologies Holding's agreement, as set forth in this Section 6.610.5, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with The access to information being granted pursuant to Section 10.2 hereof, the Distribution agreement to provide witnesses and individuals pursuant to Section 10.3 hereof and the transfer of Privileged Information to TN Technologies Holding pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor under this Section 10.5 or otherwise. Nothing in this Agreement shall they operate to reduce, minimize or condition the rights granted to either party True North in, or the obligations imposed upon either party TN Technologies Holding by, this Section 6.610.5. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.

Privileged Matters. (a) Epitope Section 7.6.1 Parent and Agritope will each Sub agree to maintain, preserve and assert all privilegesprivileges that either party may have, including, including without limitation, limitation any privilege or protection arising under or relating to any attorney-client relationship (including, without limitation, the attorney-client and work product privileges), that existed prior to the Distribution Date in favor of the other party ("Privilege" or "Privileges"). Neither party will Parent and Sub shall be entitled in perpetuity to require the assertion or decide whether to consent to the waiver of any and all Privileges which, in the case of Sub, relate to the Contributed Businesses and, in the case of Parent, relate to the Retained Business. Parent and Sub shall each use the same degree of care as it would with respect to itself so as not to waive any Privilege that which could be asserted under applicable law by the other party (the "Privileged Party") under applicable law, without the prior written consent of the Privileged Partyother party. The rights and obligations created by this paragraph Section 7.6 shall apply to all information as to which, but for the Distribution, a party Parent or Sub would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"). , including but not limited to (a) all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of the other party or its Affiliates, (b) all communications subject to a Privilege occurring prior to the Distribution Date between counsel for Parent and any person who, at the time of the communication, was an employee of Parent, regardless of whether such employee is or becomes an employee of Sub, and (c) all 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. Section 7.6.2 Upon the receipt by either party or any of its Affiliates of any subpoena, discovery or other request that which arguably calls for production or disclosure of Privileged Information of the other party and whenever either party obtains knowledge that any current or former employee of such party has received any subpoena, discovery or other request which arguably calls of the production or disclosure of Privileged Information of the other party, or if a such party obtains knowledge that any of its current or former employees has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other party, the party will shall promptly notify the Privileged Party other party of the existence of the request and will shall provide the Privileged Party other party with a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 7.6 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will produce or disclose any information it should reasonably expect to be covered by a Privilege of the other party under this Section 6.6 7.6 unless (ia) the Privileged Party other party has provided its express written consent to such production or disclosure; disclosure or (iib) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable privilegePrivilege. (c) Either partySection 7.6.3 Parent's provision transfer of Books and Records and any other information to the other partySub, and either each party's agreement to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Date, are made in reliance on the each party's agreement, as set forth in this Section 6.67.6, to maintain the confidentiality of Privileged Information and to maintain, preserve and assert and maintain all applicable Privileges. Any actions taken The access to information granted or permitted by either party in connection with this Agreement, the Distribution agreement to provide witnessees and individuals pursuant to Section 7.3 hereof and transfer of Privileged Information to Sub pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.7.6

Privileged Matters. (a) Epitope Each of Xxxx Xxx, CoffeeCo and Agritope will each DutchCo agrees to maintain, preserve and assert all privileges, including, without limitation, any privilege or protection including privileges arising under or relating to any the attorney-client relationship (including, without limitation, which shall include the attorney-client and work product privileges), not heretofore waived, that existed relate to the CoffeeCo Business or the Xxxx Xxx Business or the Tax Opinion for any period prior to the Distribution Date in favor of the other party ("each a “Privilege" or "Privileges"”). Neither party will Each Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the Party requesting that such Privilege be asserted. Each Party agrees that neither it nor any of its Affiliates shall waive any Privilege that could be asserted by the other Parties or any of its Affiliates under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged Partyother Parties. The rights and obligations created by this paragraph Section 11.9 shall apply to all information relating to the Xxxx Xxx Business or the CoffeeCo Business as to which, but for the DistributionSeparation, a party each Party would have been entitled to assert or did assert the protection of a Privilege ("“Privileged Information"”), including (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of any Party and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party or any of its Affiliates a Party of any subpoena, discovery or other request that arguably calls may call for the production or disclosure of Privileged Information or if a Party obtains knowledge that any current or former employee of Xxxx Xxx, CoffeeCo or DutchCo or any of their respective Affiliates has received any subpoena, discovery or other request that may call for the production or disclosure of Privileged Information of the other party, Parties or if a party obtains knowledge that any of its current or former employees has received any subpoenasuch other Parties’ Affiliates, discovery or other request which arguably calls for the production or disclosure of Privileged Information of such Party shall notify promptly the other party, the party will promptly notify the Privileged Party Parties of the existence of the request and will shall provide the Privileged Party other Parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 11.9 or otherwise to prevent the production or disclosure of Privileged Information. Neither party Each Party agrees that it will not produce or disclose any information it should reasonably expect to that may be covered by a Privilege of any other Party or any of such other Party’s Affiliates under this Section 6.6 11.9 unless (i) the Privileged such Party or such Affiliate has provided its express written consent to such production or disclosure; disclosure (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilegePrivilege. (c) Either party's provision Xxxx Xxx’x transfer of books and records and other information to the other partyCoffeeCo and DutchCo, and either party's Xxxx Xxx’x agreement to permit the other party CoffeeCo and DutchCo to possess copies of Privileged Information occurring existing or generated prior to the Distribution Date, are made in reliance on the CoffeeCo’s and DutchCo’s agreement, as set forth in this Section 6.6Sections 11.8 and 11.9, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with The access to information being granted pursuant to Section 11.1, the Distribution agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to CoffeeCo and DutchCo pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor under this Section 11.9 or otherwise. Nothing in this Agreement shall they operate to reduce, minimize or condition the rights granted to either party Xxxx Xxx in, or the obligations imposed upon either party CoffeeCo and DutchCo by, this Section 6.6. (d) Agritope shall cause 11.9. CoffeeCo’s transfer of books and records and other information to Xxxx Xxx, and CoffeeCo’s agreement to permit Xxxx Xxx to possess Privileged Information existing or generated prior to the Core Companies Distribution Date, are made in reliance on Xxxx Xxx’x agreement, as set forth in Sections 11.8 and 11.9, to comply with maintain the restrictions imposed on it under this confidentiality of Privileged Information and to assert and maintain all applicable Privileges. The access to information being granted pursuant to Section 6.6.11.1, the agreement to provide witnesses and individuals pursuant to Section 11.6 and the transfer of Privileged Information to Xxxx Xxx

Privileged Matters. (a) Epitope and Agritope The parties each agree that they will each maintain, preserve and assert all privileges, including, including without limitation, any privilege or protection limitation privileges arising under or relating to any the attorney-client relationship (including, which shall include without limitation, limitation the attorney-attorney- client and work product privileges), that existed relate directly or indirectly to such party for any period prior to the Distribution Date in favor of the other party ("Privilege" or "Privileges"). Neither party will shall not waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged Partyother party. The rights and obligations created by this paragraph shall apply to all information as to which, but for the Distribution, a party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"), including but not limited to (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of the other party; (ii) all communications subject to a Privilege occurring prior to the Distribution Date between counsel for such party and any person who, at the time of the communication, was an employee of such party, regardless of whether such employee is or becomes an employee of the other party; and (iii) all 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 a party or any of its Affiliates of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information of the other party, or if a such party or any of its Affiliates obtains knowledge that any of its current or former employees employee of such party or any of its Affiliates has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other partyInformation, the such party will shall promptly notify the Privileged Party other party of the existence of the request and will shall provide the Privileged Party other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 7.06 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will produce or disclose any information it should reasonably expect to be arguably covered by a Privilege under this Section 6.6 7.06 unless (ia) the Privileged Party other party has provided its express written consent to such production or disclosure; , or (iib) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable privilege. (c) Either partyACX's provision transfer of Books and Records and other information to the other partyCTI, and either each party's agreement to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Datedate of this Agreement, are made in reliance on the such other party's agreement, as set forth in this Section 6.67.06, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with The access to information being granted pursuant to Section 7.02 hereof, the Distribution agreement to provide witnesses and individuals pursuant to Section 7.03 hereof and transfer of Privileged Information pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor under this Section 7.06 or otherwise. Nothing in this Distribution Agreement shall they operate to reduce, minimize or condition the rights granted to either party into, or the obligations imposed upon either party by, by this Section 6.67.06. (d) Agritope shall cause If there is a reasonable likelihood that the Core Companies waiver by either party of any Privilege could expose the other party or any of its Affiliates to comply with liability or could otherwise adversely affect the restrictions imposed on it under this Section 6.6other party or any of its Affiliates, such party will notify the other party prior to such waiver, and, at the other party's request, such party will assert or preserve the Privilege, as applicable, if such party's interests will not be adversely affected by its assertion or preservation of the Privilege.

Privileged Matters. (a) Epitope and Agritope will each GenTek shall use its reasonable efforts to maintain, preserve preserve, protect and assert all privileges, including, without limitation, any privilege or protection including all privileges arising under or relating to any the attorney-client relationship (including, without limitation, including the attorney-client and attorney work product privileges), that existed prior relate directly or indirectly to the Distribution Date in favor of the other party Retained Businesses ("Privilege" or "Privileges"). Neither party will GenTek shall use its reasonable efforts not to waive any such Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior express written consent of the Privileged PartyGenTek. The rights and obligations created by this paragraph Section 5.5 will apply to all information as to whichwhich GenTek or any of its Subsidiaries did assert or, but for the Distributionaccess of GenTek to such information resulting from this Agreement, a party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"), including any and all information that (i) was generated or received prior to the Effective Date but which is in the possession of GenTek, or (ii) is generated or received after the Effective Date. (b) Upon receipt by either party or any of its Affiliates GenTek of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information of the other partyInformation, or if a party GenTek obtains knowledge that any of its current or former employees employee of GenTek has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other partyInformation, the party will GenTek shall promptly notify the Privileged Party PWC of the existence of the request and will shall provide the Privileged Party PWC a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 5.5 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will GenTek shall not, produce or disclose any information it should reasonably expect to be arguably covered by a Privilege under this Section 6.6 5.5 unless (i) the Privileged Party PWC has provided its prior express written consent to such production or disclosure; , or (ii) a court of competent jurisdiction has entered an order or finding which is not then appealable or a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilegeprivilege (it being understood that PWC shall bear the costs and expenses incident to such court proceedings). (c) Either party's provision The parties understand and agree that the transfer of any information to the other partybetween GenTek and PWC, and either party's agreement the access of GenTek to permit information regarding the other party to possess copies of Privileged Information occurring or generated prior to the Distribution DateRetained Businesses, are will be made in reliance on the agreement, as agreements set forth in this Section 6.65.5, to maintain the confidentiality of the Privileged Information and to assert and maintain all applicable Privileges. Any actions taken The information being transferred, the access to information being granted, the agreement to provide witnesses and individuals pursuant to this Section 5.5 and the transfer of Privileged Information to GenTek by either party in connection with the Distribution and PWC or any of its Subsidiaries pursuant to this Separation Agreement shall will not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.65.5 or otherwise.

Privileged Matters. (a) Epitope Each Party acknowledges that: (i) each Party and Agritope will its Affiliates has or may obtain Privileged Information; (ii) there are and/or may be a number of Litigation Matters affecting both of Buyer and Seller; (iii) both Buyer and Seller have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the confidential status of the Privileged Information, in each maintaincase relating to the Business; and (iv) both Buyer and Seller intend that the transactions contemplated by this Agreement and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any potentially applicable privilege. (b) Following the Closing, preserve each of Buyer and assert all privilegesSeller agrees, includingon behalf of itself and each of its subsidiaries, without limitation, not to disclose or otherwise waive any privilege or protection arising under or attaching to any Privileged Information relating to any attorney-client relationship (including, the Business without limitation, the attorney-client providing prompt written notice to and work product privileges), that existed prior to the Distribution Date in favor of the other party ("Privilege" or "Privileges"). Neither party will waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without obtaining the prior written consent of the Privileged other Party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action. The rights and obligations created by this paragraph apply to all information as to which, but for In the Distribution, a party would have been entitled to assert or did assert the protection event of a Privilege ("Privileged Information"). (b) Upon receipt disagreement concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by either party or any of its Affiliates of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information of the other party, or if a party obtains knowledge that any of its current or former employees has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other party, the party will promptly notify the Privileged Party of the existence of the request and will provide the Privileged Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will produce or disclose any information it should reasonably expect to be covered by a Privilege under this Section 6.6 unless (i) the Privileged Party has provided its express written consent to such production or disclosure; or (ii) a court of competent jurisdiction has entered a finaljurisdiction, non-appealable order finding provided that the information is limitations in this sentence shall not entitled to protection under any applicable privilegeapply in the case of disclosure required by Law and so certified as provided in the first sentence of this Section 7.4(b). (c) Either party's provision After the Closing, upon receipt of information any subpoena or other compulsory disclosure notice from a court, other Governmental Entity or otherwise which requests disclosure of Privileged Information relating to the Business, to the extent permitted by Law, Seller or Buyer, as applicable, shall as promptly as practicable provide to the other partyParty (in accordance with the notice provisions set forth herein) a copy of such notice, the intended response, and either party's agreement all materials or information that might be disclosed and the proposed date of disclosure. In the event of a disagreement as to permit the intended response or disclosure, unless and until the disagreement is resolved as provided in Section 7.4(b), the disclosing Party shall, at the other party to possess copies of Privileged Information occurring or generated prior Party’s expense, cooperate to the Distribution Dateextent such other party seeks to limit such disclosure and take all reasonable steps to resist or avoid such disclosure, are made in reliance on the agreement, except as set forth in this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken otherwise required by either party in connection with the Distribution and this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6court Order requiring such disclosure. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.

Privileged Matters. (a) Epitope Each of Xxxxxx and Agritope will each Allegiance agree to maintain, preserve and assert all privileges, including, without limitation, any privilege or protection privileges arising under or relating to any the attorney-client relationship (including, which shall include without limitation, limitation the attorney-client and work product privileges), not heretofore waived, that existed relate to the Allegiance Business and the Transferred Services for any period prior to the Distribution Spin-Off Date in favor of the other party ("Privilege" or "Privileges"). Neither party will Each Party agrees that it shall not waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged other Party. The rights and obligations created by this paragraph SECTION 10.5 shall apply to all information relating to the Allegiance Business as to which, but for the DistributionSpin-Off, a party either Party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"), including without limitation, any and all information generated prior to the Spin-Off Date but which, after the Spin-Off, is in the possession of either Party; and (2) all information generated, received or arising after the Spin-Off Date that refers to or relates to Privileged Information generated, received or arising prior to the Spin-Off Date. (b) Upon receipt by either party or any of its Affiliates Party of any subpoena, discovery or other request that arguably calls may call for the production or disclosure of Privileged Information of the other party, or if a party either Party obtains knowledge that any of its current or former employees employee of Xxxxxx or Allegiance has received any subpoena, discovery or other request which arguably calls that may call for the production or disclosure of Privileged Information of Information, such Party shall notify promptly the other party, the party will promptly notify the Privileged Party of the existence of the request and will shall provide the Privileged other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 SECTION 10.5 or otherwise to prevent the production or disclosure of Privileged Information. Neither party Each Party agrees that it will not produce or disclose any information it should reasonably expect to that may be covered by a Privilege under this Section 6.6 SECTION 10.5 unless (i1) the Privileged other Party has provided its express written consent to such production or disclosure; disclosure (which consent will not be unreasonably withheld), or (ii2) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilegePrivilege. (c) Either party's provision of information to the other party, and either party's agreement to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Date, are made in reliance on the agreement, as set forth in this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with the Distribution and this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.

Privileged Matters. (a) Epitope Each party shall, and Agritope will each shall cause the other members of its Group to, use its reasonable efforts to maintain, preserve preserve, protect and assert all privileges, including, without limitation, any privilege or protection privileges including all privileges arising under or relating to any the attorney-client relationship (including, without limitation, including the attorney-client and attorney work product privileges), that existed relate directly or indirectly to any member of any other Group for any period prior to the Distribution Spinoff Date in favor of the other party ("Privilege" or "Privileges"). Neither Each party will waive shall use its reasonable efforts not to waive, or permit the other members of its Group to waive, any such Privilege that could be asserted under applicable law by the other party (the "Privileged Party") Law without the prior written consent of the Privileged Partyother parties. The With respect to each party, the rights and obligations created by this paragraph Section 5.06 shall apply to all information as to whichwhich a member of its Group did assert or, but for the DistributionSpinoff, a party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"), including any and all information that (i) was generated or received prior to the Spinoff Date but which, after the Spinoff, is in the possession of a member of the other Group, or (ii) is generated or received after the Spinoff Date but refers to or relates to Privileged Information that was generated or received prior to the Spinoff Date. (b) Upon receipt by either a party or any member of its Affiliates Group of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information of the other partyInformation, or if a party or any member of its Group obtains knowledge that any of its current or former employees employee of such party or any member of its Group has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other partyInformation, the such party will shall promptly notify the Privileged Party other parties of the existence of the request and will shall provide the Privileged Party other parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 5.06 or otherwise to prevent the production or disclosure of Privileged Information. Neither No party will shall, or shall permit any member of its Group to, produce or disclose any information it should reasonably expect to be arguably covered by a Privilege under this Section 6.6 5.06 unless (i) the Privileged Party each other party has provided its express written consent to such production or disclosure; , or (ii) a court of competent jurisdiction has entered an order which is not then appealable or a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilegeprivilege (it being understood that the parties not providing their consent to the production or disclosure of such information shall bear the costs and expenses incident to such court proceedings). (c) Either party's provision The parties understand and agree that the transfer of any Books and Records or other information to between members of the ProcureNet Group, on the one hand, and members of the Fishxx Xxxup, on the other partyhand, and either party's agreement including pursuant to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Dateany Ancillary Agreement, are shall be made in reliance on the agreementagreements of ProcureNet and Fishxx, as xx set forth in Section 5.03 and this Section 6.65.06, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with the Distribution The Books and this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.Records

Privileged Matters. (a) Epitope Each of Xxxxxxxx-Xxxxx and Agritope will each Neenah agrees to maintain, preserve and assert all privileges, including, without limitation, any privilege or protection privileges arising under or relating to any the attorney-client relationship (including, which shall include without limitation, limitation the attorney-client and work product privileges), not heretofore waived, that existed relate to the Neenah Business and the Transferred Assets for any period prior to the Distribution Date in favor of the other party ("“Privilege" ” or "“Privileges"”). Neither party will Each Party acknowledges and agrees that any costs associated with asserting any Privilege shall be borne by the Party requesting that such privilege be asserted. Each Party agrees that it shall not waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged other Party. The rights and obligations created by this paragraph Section 12.8 shall apply to all information relating to the Neenah Business as to which, but for the Distribution, a party either Party would have been entitled to assert or did assert the protection of a Privilege ("“Privileged Information"”), including without limitation, (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of either Party; and (ii) all information generated, received or arising after the Distribution Date that refers to or relates to Privileged Information generated, received or arising prior to the Distribution Date. (b) Upon receipt by either party or any of its Affiliates Party of any subpoena, discovery or other request that arguably calls may call for the production or disclosure of Privileged Information of the other party, or if a party either Party obtains knowledge that any of its current or former employees employee of Xxxxxxxx-Xxxxx or Neenah has received any subpoena, discovery or other request which arguably calls that may call for the production or disclosure of Privileged Information of Information, such Party shall notify promptly the other party, the party will promptly notify the Privileged Party of the existence of the request and will shall provide the Privileged other Party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 12.8 or otherwise to prevent the production or disclosure of Privileged Information. Neither party Each Party agrees that it will not produce or disclose any information it should reasonably expect to that may be covered by a Privilege under this Section 6.6 12.8 unless (i) the Privileged other Party has provided its express written consent to such production or disclosure; disclosure (which consent shall not be unreasonably withheld), or (ii) a court of competent jurisdiction has entered a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilegePrivilege. (c) Either party's provision Xxxxxxxx-Xxxxx’x transfer of books and records and other information to the other partyNeenah, and either party's Xxxxxxxx-Xxxxx’x agreement to permit the other party Neenah to possess copies of Privileged Information occurring existing or generated prior to the Distribution Date, are made in reliance on the Neenah’s agreement, as set forth in this Section 6.6Sections 12.7 and 12.8, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with The access to information being granted pursuant to Section 12.1, the Distribution agreement to provide witnesses and individuals pursuant to Section 12.6 and the transfer of Privileged Information to Neenah pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor under this Section 12.8 or otherwise. Nothing in this Agreement shall they operate to reduce, minimize or condition the rights granted to either party Xxxxxxxx-Xxxxx in, or the obligations imposed upon either party Neenah by, this Section 6.612.8. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.

Privileged Matters. (a) Epitope Section 8.10.1 Parent and Agritope will each Sub agree to maintain, preserve and assert all privilegesprivileges that either party may have, including, without limitation, any privilege or protection arising under or relating to any attorney-client relationship (including, without limitation, the attorneyor accountant-client and work product privileges), relationship that existed prior to the Distribution Effective Date in favor of the other party ("Privilege" or "Privileges"). Neither party will waive Parent and Sub shall be entitled in perpetuity to require the assertion or decide whether to consent to the waiver of any and all Privileges which, in the case of Sub, relate to the Sub Business and, in the case of Parent, relate to the Retained Business. Parent and Sub shall each use the same degree of care as it would with respect to itself so as not to waive- any Privilege that which could be asserted under applicable law by the other party (the "Privileged Party") under applicable law, without the prior written consent of the Privileged Partyother party. The rights and obligations created by this paragraph Section 8.10 shall apply to all information as to which, but for the DistributionReorganization, a party Parent or Sub would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"). , including, but not limited to, (a) all information generated prior to the Effective Date but which, after the Reorganization, is in the possession of the other party or its Group, (b) all communications subject to a Privilege occurring prior to the Effective Date between counsel for Parent and any individual who, at the time of the communication, was an employee of Parent, regardless of whether such employee is or becomes an employee of Sub, and (c) all information generated, received or arising after the Effective Date that refers or relates to Privileged Information generated, received or arising prior to the Effective Date. Section 8.10.2 Upon the receipt by either party or any of its Affiliates of any subpoena, discovery or other request that which arguably calls for production or disclosure of Privileged Information of the other party and whenever either party obtains knowledge that any current or former employee of such party has received any subpoena, discovery or other request which arguably calls of the production or disclosure of Privileged Information of the other party, or if a such party obtains knowledge that any of its current or former employees has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other party, the party will shall promptly notify the Privileged Party other party of the existence of the request and will shall provide the Privileged Party other party with a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 8.10 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will produce or disclose any information it should reasonably expect to be covered by a Privilege of the other party under this Section 6.6 8.10 unless (ia) the Privileged Party other party has provided its express written consent to such production or disclosure; disclosure or (iib) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable privilegePrivilege. (c) Either partySection 8.10.3 Parent's provision transfer of information Information to the other partySub, and either each party's agreement to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Effective Date, are made in reliance on the each party's agreement, as set forth in this Section 6.68.10, to maintain the confidentiality of Privileged Information and to maintain, preserve and assert and maintain all applicable Privileges. Any actions taken The access to information granted or permitted by either party in connection with this Agreement, the Distribution agreement to provide witnesses and individuals pursuant to Section 8.8 hereof and transfer of Privileged Information to Sub pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor under this Section 8.10 or otherwise. Nothing in this Agreement shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.68.10. (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.

Privileged Matters. (a) Epitope and Agritope The parties each agree that they will each maintain, preserve and assert all privileges, including, including without limitation, any privilege or protection limitation privileges arising under or relating to any the attorney-client relationship (including, which shall include without limitation, limitation the attorney-client and work product privileges), that existed relate directly or indirectly to such party for any period prior to the Distribution Date in favor of the other party ("Privilege" or "Privileges"). Neither party will shall not waive any Privilege that could be asserted under applicable law by the other party (the "Privileged Party") without the prior written consent of the Privileged Partyother party. The rights and obligations created by this paragraph shall apply to all information as to which, but for the Distribution, a party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"), including but not limited to (i) any and all information generated prior to the Distribution Date but which, after the Distribution, is in the possession of the other party; (ii) all communications subject to a Privilege occurring prior to the Distribution Date between counsel for such party and any person who, at the time of the communication, was an employee of such party, regardless of whether such employee is or becomes an employee of the other party; and (iii) all 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 a party or any of its Affiliates of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information of the other party, or if a such party or any of its Affiliates obtains knowledge that any of its current or former employees employee of such party or any of its Affiliates has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other partyInformation, the such party will shall promptly notify the Privileged Party other party of the existence of the request and will shall provide the Privileged Party other party a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 7.06 or otherwise to prevent the production or disclosure of Privileged Information. Neither party will produce or disclose any information it should reasonably expect to be arguably covered by a Privilege under this Section 6.6 7.06 unless (ia) the Privileged Party other party has provided its express written consent to such production or disclosure; , or (iib) a court of competent jurisdiction has entered a final, non-appealable order finding that the information is not entitled to protection under any applicable privilege. (c) Either partyACX's provision transfer of Books and Records and other information to the other partyCTI, and either each party's agreement to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Datedate of this Agreement, are made in reliance on the such other party's agreement, as set forth in this Section 6.67.06, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with The access to information being granted pursuant to Section 7.02 hereof, the Distribution agreement to provide witnesses and individuals pursuant to Section 7.03 hereof and transfer of Privileged Information pursuant to this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor under this Section 7.06 or otherwise. Nothing in this Distribution Agreement shall they operate to reduce, minimize or condition the rights granted to either party into, or the obligations imposed upon either party by, by this Section 6.67.06. (d) Agritope shall cause If there is a reasonable likelihood that the Core Companies waiver by either party of any Privilege could expose the other party or any of its Affiliates to comply with liability or could otherwise adversely affect the restrictions imposed on it under this Section 6.6other party or any of its Affiliates, such party will notify the other party prior to such waiver, and, at the other party's request, such party will assert or preserve the Privilege, as applicable, if such party's interests will not be adversely affected by its assertion or preservation of the Privilege.

Privileged Matters. (a) Epitope Each party shall, and Agritope will each shall cause the other members of its Group to, use its reasonable efforts to maintain, preserve preserve, protect and assert all privileges, including, without limitation, any privilege or protection privileges including all privileges arising under or relating to any the attorney-client relationship (including, without limitation, including the attorney-client and attorney work product privileges), that existed relate directly or indirectly to any member of any other Group for any period prior to the Distribution Spinoff Date in favor of the other party ("Privilege" or "Privileges"). Neither Each party will waive shall use its reasonable efforts not to waive, or permit the other members of its Group to waive, any such Privilege that could be asserted under applicable law by the other party (the "Privileged Party") Law without the prior written consent of the Privileged Partyother parties. The With respect to each party, the rights and obligations created by this paragraph Section 5.06 shall apply to all information as to whichwhich a member of its Group did assert or, but for the DistributionSpinoff, a party would have been entitled to assert or did assert the protection of a Privilege ("Privileged Information"), including any and all information that (i) was generated or received prior to the Spinoff Date but which, after the Spinoff, is in the possession of a member of the other Group, or (ii) is generated or received after the Spinoff Date but refers to or relates to Privileged Information that was generated or received prior to the Spinoff Date. (b) Upon receipt by either a party or any member of its Affiliates Group of any subpoena, discovery or other request that arguably calls for the production or disclosure of Privileged Information of the other partyInformation, or if a party or any member of its Group obtains knowledge that any of its current or former employees employee of such party or any member of its Group has received any subpoena, discovery or other request which arguably calls for the production or disclosure of Privileged Information of the other partyInformation, the such party will shall promptly notify the Privileged Party other parties of the existence of the request and will shall provide the Privileged Party other parties a reasonable opportunity to review the information and to assert any rights it may have under this Section 6.6 5.06 or otherwise to prevent the production or disclosure of Privileged Information. Neither No party will shall, or shall permit any member of its Group to, produce or disclose any information it should reasonably expect to be arguably covered by a Privilege under this Section 6.6 5.06 unless (i) the Privileged Party each other party has provided its express written consent to such production or disclosure; , or (ii) a court of competent jurisdiction has entered an order which is not then appealable or a final, non-appealable nonappealable order finding that the information is not entitled to protection under any applicable privilege. privilege (c) Either party's provision of information it being understood that the parties not providing their consent to the other party, production or disclosure of such information shall bear the costs and either party's agreement expenses incident to permit the other party to possess copies of Privileged Information occurring or generated prior to the Distribution Date, are made in reliance on the agreement, as set forth in this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain all applicable Privileges. Any actions taken by either party in connection with the Distribution and this Separation Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted by either party nor shall they operate to reduce, minimize or condition the rights granted to either party in, or the obligations imposed upon either party by, this Section 6.6such court proceedings). (d) Agritope shall cause the Core Companies to comply with the restrictions imposed on it under this Section 6.6.