Common use of Prohibited Communications Clause in Contracts

Prohibited Communications. After the Closing Date, none of Maxygen or Holdings or any of their Affiliates shall communicate or otherwise make a Regulatory Filing with any Regulatory Agency regarding any Compound and shall not seek regulatory approval of any Compound or product containing, in part, a Compound, except (i) as requested by Bayer, (ii) after giving notice to Bayer and providing Bayer with the opportunity for consultation, to the extent practicable, as required under Applicable Law (including regulations regarding the conduct of, and reporting of information related to, clinical trials), (iii) after giving notice to Bayer and providing Bayer with the opportunity for consultation, to the extent practicable, as Maxygen, Holdings and their Affiliates believe is reasonably appropriate, in the exercise of its prudent judgment, with regard to activities conducted before Bayer formally replaces Maxygen, Holdings or any of their Affiliates as the official sponsor of applicable Regulatory Filings and associated clinical trials, (iv) as required by this Agreement or as provided in the Transition Plan or (v) after giving notice to Bayer and providing Bayer with the opportunity for consultation, to the extent practicable, as reasonably required to effect the transfer of Acquired Assets to Bayer.