Collaboration Materials Sample Clauses

Collaboration Materials. Each Party shall provide to the other Party the Collaboration Materials. [***]. The receiving Party with respect to the such Collaboration Materials shall use the Collaboration Materials: (a) only for the purpose of performing the activities assigned to it under the Collaboration Plan, and not for any other purpose; 28.11.2016 CONFIDENTIAL (b) in compliance with this Agreement and the Quality Agreement, all Applicable Laws and all reasonable instructions of the providing Party; and (c) only in the facilities of such Party, collaborators or its approved subcontractors and under suitable containment conditions; Upon the later to occur of completion of the activities assigned to it under the Collaboration Plan or, if earlier, termination of the collaboration or this Agreement, BioMedica shall either (i) destroy any Collaboration Materials received from Orchard in connection with the Collaboration Plan; or (ii) transfer such Collaboration Materials to Orchard. Title in all such Collaboration Materials provided by Orchard shall remain with Orchard and Title to any Collaboration Materials transferred by BioMedica to Orchard shall pass to Orchard on delivery to Orchard. The Parties agree that the materials transferred between the Parties prior to the Effective Date pursuant to the Material Transfer Agreement dated 1 March 2016 shall be deemed to be Collaboration Materials subject to the terms of this Agreement and the provisions of the Material Transfer Agreement shall no longer apply to such materials.
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Collaboration Materials and Section 2.4 notwithstanding, all materials created by University and/or Non-Profit Entity during the performance of the Research that constitute or incorporate a combination of University Materials and Non-Profit Entity Materials shall be deemed “Collaboration Materials” for purposes of this Agreement. Each party shall use any Collaboration Materials solely for the purpose of performing the Research. Neither party shall sell or transfer any Collaboration Materials to any other person or entity without first receiving the other party’s prior written consent. Each party shall comply with all applicable laws and regulations in the use of any Collaboration Materials. Neither party shall use any Collaboration Materials in research that is subject to consulting or licensing obligations to any for-profit entity. Unless otherwise mutually agreed in writing, within thirty (30) days of the earlier of completion of the Research or termination of this Agreement, each party shall destroy any Collaboration Materials in its possession or control. Costs and Expenses. Each party is responsible for its own costs and expenses in performing the Research.
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Collaboration Materials. All materials developed by AIISH and/or collaborating institute(s) during the performance of the Research that constitute or incorporate a design of new test, software, hardware, databases shall be deemed “Collaboration Materials” for purposes of this Agreement. Each party shall use any Collaboration Materials solely for the purpose of performing the Research. Neither party shall sell or transfer any collaboration Materials to any other person or entity without first receiving the other party’s prior written consent. Each party shall comply with all applicable laws and regulations in the use of any Collaboration Materials. Neither party shall use any collaboration materials in research that is subject to consulting or licensing obligations to any for profit entity.
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Collaboration Materials. Section 2.3 and Section 2.4 notwithstanding, all materials created by Harvard and/or Company during the performance of the Research that constitute or incorporate a combination of Harvard Materials and Company Materials shall be deemed “Collaboration Materials” for purposes of this Agreement. Each party shall use any Collaboration Materials solely for the purpose of performing the Research. Neither party shall sell or transfer any Collaboration Materials to any other person or entity without first receiving the other party’s prior written consent. Each party shall comply with all applicable laws and regulations in the use of any Collaboration Materials. Neither party shall use any Collaboration Materials in research that is subject to consulting or licensing obligations to any for-profit entity. Unless otherwise mutually agreed in writing, within thirty (30) days of the earlier of completion of the Research or termination of this Agreement, each party shall destroy any Collaboration Materials in its possession or control.
Sample 1
Collaboration Materials. Biological and other research materials, as defined herein, may be transferred between INSTITUTE and COLLABORATOR in connection with the Research Project. COLLABORATOR agrees to provide INSTITUTE with biological and other research materials, including the materials described in Attachment B to this Agreement (“COLLABORATOR Material”), and INSTITUTE agrees to provide COLLABORATOR with biological and other research materials, including the materials described in Attachment B to this Agreement (“INSTITUTE Material”), subject to the agreement of the Parties to the following terms and conditions: (a) The COLLABORATOR Material, including any and all unmodified descendents and derivatives of the COLLABORATOR Material, is the property of COLLABORATOR. (b) The COLLABORATOR Material represents a significant investment on the part of, and is proprietary to, COLLABORATOR. The INSTITUTE will not attempt to obtain a patent claiming the COLLABORATOR Material. (c) The INSTITUTE Material, including any and all unmodified descendents and derivatives of the INSTITUTE Material, is the property of INSTITUTE. (d) The INSTITUTE Material represents a significant investment on the part of, and is proprietary to, INSTITUTE. COLLABORATOR will not attempt to obtain a patent claiming the INSTITUTE Material. (e) Except for the provision of materials between Parties in carrying out the Research Project, neither Party will transfer any “Material” (which term shall include INSTITUTE Material and COLLABORATOR Material) of the other Party to (i) any person who is not under direct supervision of the Party receiving the Material, nor (ii) any third party without first securing the advance written permission of the Party that owns the Material. Each Party will ensure that all persons it authorizes to use the Material of the other Party as set forth in this Agreement are aware of, and agree to abide by all of the terms and conditions of, this Agreement. (f) Any uses by a Party of the other Party’s Material other than in connection with the Research Project are expressly prohibited. In no event will either Party attempt to reverse engineer, deconstruct or in any way determine the structure or composition of the other Party’s Materials provided hereunder. Each Party expressly agrees that the provision of the other Party’s Material will not be construed as a grant of any right or license to make, use, sell, transfer, offer for sale or import such Material except as set forth herein. (g) Materials ...
Sample 1
Collaboration Materials. Rhein Biotech and GCVC and Chiron shall jointly own all Collaboration Materials. Neither Party shall provide any Collaboration Materials to any third party without the prior written consent of the other Party. Except as expressly set forth herein, upon the termination of the Collaboration, each Party shall cease to use and shall destroy the Collaboration Materials.
Sample 1
Collaboration Materials. The Parties agree that: (a) all Collaboration Materials provided by one Party to the other (including compounds) shall be used by the receiving Party (i) solely for the activities under the Research Collaboration as provided in the Research Plan, or (ii) in the case of AstraZeneca as the receiving Party, in the Exploitation of the Agreement Compounds and Licensed Products, and (iii) in either case, in material compliance with all Applicable Law; (b) subject to what is stated in Article 18, all such Collaboration Materials shall be provided without any warranties, express or implied; (c) the Party providing such Collaboration 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 Collaboration Materials; (d) Collaboration Materials provided by one Party to the other Party shall not be made available by such other Party to any Third Party except as expressly provided in the Research Plan or as necessary or useful for the Exploitation of the Agreement Compounds or Licensed Products by AstraZeneca, unless the prior written consent of the Party providing such Collaboration Materials is first obtained; and (e) subject to the license grants and assignments in the other provisions of this Article 7 and other provisions in this Agreement, as between the Parties, all right, title and interest in and to the Collaboration Materials shall be, and remain, vested in the Party that provided such Collaboration Materials.
Sample 1
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Related to Collaboration Materials

  • Research Collaboration 3.7.1 Aarvik shall carry out the activities of each Work Item and deliver the required Data Package and/or deliverables in accordance with the applicable SOW. Without limiting the generality of the foregoing, Aarvik shall, in accordance with the applicable SOWs and the timeline approved by JRC, apply the Aarvik IP to (i) design and synthesize Collaboration Compounds, and (ii) by itself or through subcontractor(s), [***]. During the Research Term, if any Party identifies any Third Party Patent or Know-How that is necessary or reasonably useful for any activity under the SOWs but has not been included in the Aarvik IP, then such Party shall immediately inform the other Party and the Parties shall discuss in good faith the need of obtaining a license from such Third Party. 3.7.2 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver the Data Packages and all other deliverables required under the [***], as well as the results of the Patentability and FTO Analysis as described in Section 3.2.3, to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.3 If, upon completion of the [***] for the Collaboration Program, AxxxXxxx decides not to advance the Collaboration Program to [***], ArriVent may terminate the Collaboration Program. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.4 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. 3.7.5 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. 3.7.6 Within [***] ([***]) days after completion of the [***], Aarvik shall deliver to ArriVent a full report on all key results and findings of the Collaboration Program, and such other data, results and information as ArriVent may deem necessary for it to determine whether or not to exercise the Option (the “Full Report”).

  • Third Party Materials The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  • Proprietary Materials Each of the Parties shall own its own intellectual property including without limitation all trade secrets, know-how, proprietary data, documents, and written materials in any format. Any materials created exclusively by IPS for the School shall be owned by IPS, and any materials created exclusively by Operator for the School shall be Operator’s proprietary material. The Parties acknowledge and agree that neither has any intellectual property interest or claims in the other Party’s proprietary materials. Notwithstanding the foregoing, materials and work product jointly created by the Parties shall be jointly owned by the Parties and may be used by the individual Party as may be agreed upon by both Parties from time to time.

  • Collaboration 31.1 If the Buyer has specified in the Order Form that it requires the Supplier to enter into a Collaboration Agreement, the Supplier must give the Buyer an executed Collaboration Agreement before the Start date. 31.2 In addition to any obligations under the Collaboration Agreement, the Supplier must: 31.2.1 work proactively and in good faith with each of the Buyer’s contractors 31.2.2 co-operate and share information with the Buyer’s contractors to enable the efficient operation of the Buyer’s ICT services and G-Cloud Services

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Product Information EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee in the EISAI Territory under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence of certain information of EPIZYME. Accordingly, until the end of all Royalty Term(s) in the EISAI Territory, EPIZYME shall keep confidential, and not publish or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME or EPIZYME Collaboration Know-How, in each case that are primarily applicable to EZH2 or EZH2 Compounds (the “Product Information”), except to the extent (a) the Product Information is in the public domain through no fault of EPIZYME, (b) such disclosure or use is expressly permitted under Section 9.3, or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 9.3, each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure by EPIZYME to EISAI of Product Information shall not cause such Product Information to cease to be subject to the provisions of this Section 9.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated pursuant to Article 12, this Section 9.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 9.1 and 9.3 for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 9.1 and this Section 9.2.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Regulatory Materials (a) On a Program-by-Program basis, commencing on the Effective Date until the Regulatory Transfer Date, Prothena shall have the right, in consultation with Celgene, to prepare, file and maintain all Regulatory Materials (including any Regulatory Approvals) necessary for the Development and Manufacture of any Collaboration Candidates and Collaboration Products for such Program (collectively, the “Program Regulatory Materials”), and to interact with Regulatory Authorities in connection with the Development and Manufacture of any Collaboration Candidates and Collaboration Products for such Program. Prothena will provide Celgene with a reasonable opportunity to comment substantively on all material Regulatory Materials prior to filing or taking material action, and will reasonably and in good faith consider any comments and actions recommended by Celgene, including with respect to filing strategy. In addition, Prothena will allow Celgene or its representative to attend any and all meetings with Regulatory Authorities to the extent such attendance is not prohibited or limited by such Regulatory Authority. (b) If Celgene exercises its Phase 1 Portion Participation Right for a given Program, then immediately after such exercise, Prothena shall initiate the transfer of all Program Regulatory Materials, including for clarity any IND for the relevant Collaboration Candidates and/or Collaboration Products that are the subject of such Program to Celgene. The date on which such Program Regulatory Materials are transferred to Celgene shall be the “Regulatory Transfer Date” for such Program. Thereafter, Celgene shall have the right, in consultation with Prothena, to prepare, file, and maintain such Program Regulatory Materials, and to interact with Regulatory Authorities in connection with the Development and, as applicable, Manufacture of such Collaboration Candidates and Collaboration Products for such Program in accordance with the terms and conditions of Section 2.5. Additionally, with respect to any Phase 1 Clinical Trial conducted by Celgene pursuant to Section 2.5, Celgene will provide Prothena with a reasonable opportunity to comment substantively on all material Program Regulatory Materials prior to filing or taking material action, and will reasonably and in good faith consider any comments and actions recommended by Prothena, including with respect to filing strategy. In addition, with respect to any Phase 1 Clinical Trial conducted by Celgene pursuant to Section 2.5, Celgene will allow Prothena or its representative to attend any and all meetings with Regulatory Authorities to the extent such attendance is not prohibited or limited by such Regulatory Authority. For clarity, if the Regulatory Transfer Date does not occur prior to the expiration of the Option Term for such Program, Section 2.6.1(a) (and not this Section 2.6.1(b)) shall apply.

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.

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