Biological Materials. The term “Biological Materials” shall mean any Technology in the form of tangible materials together with any progeny, mutants, or derivatives thereof developed in performance of the Research Program.
Biological Materials. For purposes of facilitating the conduct of the research and development activities under this Agreement, Medarex and Seattle Genetics shall each provide to the other tissues, cells, cell lines, organisms, blood samples, genetic material, and other biological substances and materials, including the Mice Materials, the Collaboration Targets and other Antigens (collectively, "Biological Materials") specified from time to time in this Agreement or the applicable Project Plan. Each Party agrees to provide all such Biological Materials to the other in accordance with the applicable Project Plan, and under the supervision of the Steering Committee. The Parties agree that: (a) all Biological Materials provided by one Party to the other Party and any Biological Material (including Collaboration Products and other Mice Materials) produced against or with, or derived from, such Biological Materials shall be used solely for the research and development activities as provided in the Project Plan, and in material compliance with all Applicable Law; (b) all such Biological Materials shall be provided without any warranties, express or implied; (c) the Party providing such Biological Materials shall obtain (or cause its Third Party collaborators to obtain or certify that they have obtained) all appropriate and required consents from the source of such Biological Materials; (d) Biological Materials provided by one Party to the other Party (other than Collaboration Products) shall not be made available by such other Party to any Third Party except as expressly provided in the Project Plan, unless the prior written consent of the Party providing such Biological Materials is first obtained; and (e) subject to the license grants in Article 3 and other provisions in this Agreement, all right, title and interest in and to (i) the Mice Materials and the Mice-Related Technology shall be, and remain, vested in Medarex, and (ii) the Collaboration Targets shall be, and remain, vested in Seattle Genetics.
Biological Materials. With respect to the transfer of Biological Materials by Medarex to Celldex pursuant to Section 2.4, Celldex acknowledges and agrees as follows:
9.2.1 The Biological Materials are experimental in nature and may have hazardous properties. The Biological Materials are bring provided by Medarex “as is” and Medarex makes no representations or warranties of any kind, either express or implied, including warranties of merchantability or fitness for a particular purpose, or that the use of the Biological Materials will not infringe any Patent, copyright, trademark or other proprietary rights.
9.2.2 Celldex assumes all liability for claims for damages against it or Medarex by Third Parties which may arise from any use, handling, storage or disposal of the Biological Materials by Celldex, its Affiliates and Sublicensees and further Celldex hereby forever generally and completely releases and discharges Medarex, its Affiliates and their respective directors, officers, employees and agents of and from any and all claims, obligations, liabilities and demands of every kind and nature, in law, equity, statute or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, anticipated and unanticipated, liquidated or unliquidated, for damages actual and consequential, past, present and future, arising out of or in any way related to the Biological Materials or the use thereof.
Biological Materials. 6.1 Upon execution of this Agreement, Salk or its designee shall make available to Licensee the Biological Materials described in Schedule B. Thereafter, Licensee may request and obtain from Salk additional quantities of said Biological Materials that Salk has in its possession and does not need for its own research or to meet other contractual obligations, at reasonable charge by Salk for handling and shipping. If Salk fails to fulfill the request of Licensee for Biological Materials, Licensee shall be free to produce such Biological Materials itself, or to purchase such Biological Materials from a source authorized by Salk.
6.2 Title to Biological Materials shall remain with Salk. Licensee shall have only the right to use Biological Materials in accordance with the grant of rights under Paragraph 3 hereof, and shall not use Biological Materials for any other purpose. Title to Licensed Products shall remain with the Licensee save that the Licensee acknowledges that it cannot make, have made, use, have used, import, have imported, offer for sale, sell or have sold Licensed Products without a license from Salk. Licensee shall not permit Biological Materials or any sample thereof to be distributed or delivered to any person whatsoever, other than to its own employees and those of its Affiliates to be used as permitted herein. Licensee shall refer to Salk requests for Biological Materials from other research investigators or others.
6.3 Licensee shall notify Salk of any improvements (including, but not limited to, modified derivatives and variants) to the Biological Materials made by Licensee or its Affiliates, irrespective of whether any such improvements were made in collaboration with Salk or any of its employees. At Salk’s request, Licensee shall provide the laboratory of [**] with reasonable quantities of such improvements, and scientists in the laboratory of [**] shall have the right to use them for their internal research. Title to all such improvements shall remain with Licensee.
6.4 Licensee acknowledges that Biological Materials are experimental in nature and may have unknown characteristics. Licensee further agrees to use prudence and reasonable care in the use, handling, storage, transportation, disposition and containment of Biological Materials and all products derived therefrom.
6.5 Licensee shall comply with all applicable Governmental laws and regulations, and with all published Governmental guidelines, pertaining to the use, handling, storag...
Biological Materials. 5.1 The Contractor shall ensure that any Biological Materials collected by or on behalf of the Contractor in the course of performance of the Services are:
a) collected and used in accordance with the Conventions, where relevant; and
b) made available to the Authority (or such other person as the Authority may specify) whenever and wherever and in whatever format the Authority may reasonably require for any purpose (including, without limitation, handover on termination of the Services); and
c) stored for whatever period is reasonably required by the Authority (or, in the absence of any such requirement, an appropriate period in all the circumstances taking into account the nature of the relevant Biological Materials) following termination of the Contract.
Biological Materials. The Contractor shall ensure that any Biological Materials collected by or on behalf of the Contractor in the course of performance of the Services are:
Biological Materials. Paradigm will provide Monsanto with reasonable access to biological materials generated in the course of conducting the Project Plan as set forth in the Project Plan.
Biological Materials. If the parties desire that CHMC provide Company any patented or unpatented biological or chemical materials in connection with this Agreement, including but not limited to, chemical compounds, animal models, cell lines, cells, nucleic acids, receptors or reagents (collectively, and together with any substance replicated or derived therefrom “Biological Materials”), the parties will execute a separate written non-exclusive license agreement governing the use of such Biological Materials. Upon the expiration or termination of this Agreement, Company will, unless otherwise agreed under the non-exclusive license agreement, either return the Biological Materials to CHMC or destroy them, as instructed by CHMC.
Biological Materials. Monsanto agrees to provide Ceres within thirty (30) days of any reasonable request by Ceres, to the extent available, representative samples of materials and data necessary and useful for Ceres to exercise and enjoy any of the rights and licenses granted to Ceres pursuant to Article 2.1. Any such deliveries of Biological Materials to Ceres from Monsanto shall be subject to a materials transfer agreement in the form set forth in Exhibit E.
Biological Materials. 5.1 The Contractor shall ensure that any Biological Materials collected by or on behalf of the Contractor in the course of performance of the Services are:
a) collected and used in accordance with the Conventions, where relevant; and
b) made available to the Authority (or such other person as the Authority may specify) whenever and wherever and in whatever format the Authority may reasonably require for any purpose (including, without limitation, handover on termination of the Services); and
c) stored for whatever period is reasonably required by the Authority (or, in the absence of any such requirement, an appropriate period in all the circumstances taking into account the nature of the relevant Biological Materials) following termination of the Contract.
5.2 The Contractor recognises and acknowledges for the purposes of paragraph 51(c) above that Key Biological Materials in its possession are likely to require long term maintenance and shall put in place appropriate procedures for ensuring that relevant samples are selected for this purpose where applicable.
5.3 It shall be the sole responsibility of the Contractor to identify any requirements of the Conventions (including, without limitation, benefit-sharing requirements arising from use of Biological Materials) which may apply in connection with the Services. The Contractor shall comply with any such requirements and inform the Authority of the same. This paragraph 5.3 shall be without prejudice to the generality of clause B3.1 (Manner of Carrying Out the Services) of the General Terms and Conditions (Section 2).
5.4 Failure to comply with any obligation in this paragraph 5 shall amount to a material breach of the Contract for the purpose of clause H2 (Termination on Default) of the General Terms and Conditions (Section 2). For the avoidance of doubt, where no Biological Materials are, or are to be, collected by or on behalf of the Contractor in the course of performance of the Contract all references to Biological Materials in this Schedule or elsewhere in the Contract shall have no meaning or effect.
