Common use of Preliminary Activities Clause in Contracts

Preliminary Activities. (a) The Parties shall use commercially reasonable efforts to conduct the preliminary activities as set forth on Exhibit I (the “Preliminary Activities”). The Parties shall share the Third Party out-of-pocket costs associated with the Preliminary Activities *; provided, however, that Third Party legal costs associated with the negotiation and finalization of the Ancillary Documents shall be paid 100% by the Party incurring such costs. Each Party shall be responsible for all of the costs and expenses of its employees in connection with the Preliminary Activities at such Party’s sole expense, including incidental expenses such as travel, home office, and benefits. (b) The Steering Committee shall prepare, within thirty (30) days of the Effective Date, a written plan covering, inter alia, the activities on Exhibit I that sets forth the * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Preliminary Activities to be conducted by each Party between the Effective Date and the Closing Date (the “Preliminary Work Plan”). It is the current expectation that Solazyme shall coordinate the conduct of the FEED engineering and enter into any necessary contracts with regard to the FEED engineering (collectively, the “FEED Engineering Activities”). The Preliminary Work Plan shall include a separate “FEED Engineering Work Plan” that shall set forth in detail the FEED Engineering Activities to be conducted. Such plans shall include the specific tasks, deliverables, deadlines and budget for each activity as well as which Party shall conduct the applicable activity. The approved Preliminary Work Plan shall be deemed a replacement for Exhibit I (as it exists on the Effective Date) and incorporated herein. After Steering Committee approval, the Preliminary Work Plan may be amended by mutual agreement of the Parties or the unanimous vote of the Steering Committee. (c) Solazyme shall use commercially reasonable efforts to complete FEED Engineering Activities by December 31, 2011. Bunge shall use commercially reasonable efforts to facilitate the completion of the FEED Engineering Activities, including providing Solazyme or its engineering contractors with reasonable access to the site that the Parties select for the Plant and to project personnel of the Bunge Affiliate associated with such site to the extent reasonably required by Solazyme or its engineering contractors to perform the FEED Engineering Activities in accordance with this schedule. (d) The Parties shall provide up to $* million to fund the Third Party out-of-pocket costs incurred in connection with the FEED Engineering Activities.