Laboratory Notebooks. The laboratory notebooks of Calando shall be made available to Cerulean upon the following terms and conditions:
(a) All original laboratory notebooks and one complete unredacted electronic copy of the original laboratory notebooks shall be archived with Escrow Associates, LLC (the “Escrow Agent”) pursuant to the terms and conditions of the Three-Party Escrow Agreement (also known as the Technology Escrow Agreement) attached hereto as Exhibit J (the “Escrow Agreement”). The master inventory list included as Exhibit D to the Escrow Agreement references each such laboratory notebook, including its assigned number and the inventor to whom the laboratory notebook was assigned, and whether such laboratory notebook is a Full Access Notebook, Partial Access Notebook or Restricted Access Notebook. Such deposit with the Escrow Agent shall be made by Calando on or prior to the Effective Date and shall be released to Cerulean in accordance with the terms of the Escrow Agreement.
(b) In addition, Cerulean shall be given, and granted full access to, one complete unredacted electronic copy of the [**] laboratory notebooks of Calando that: (i) do not primarily relate to nucleic acids; (ii) contain disclosure related to the Assigned IP or Licensed IP; and (iii) do not contain proprietary information of Third Parties (such notebooks, the “Full Access Notebooks”).
(c) Cerulean shall be given, and granted full access to, one redacted electronic copy of the [**] laboratory notebooks of Calando that: (i) do not primarily relate to nucleic acids; (ii) contain disclosure related to the Assigned IP or Licensed IP; and (iii) contain proprietary information of Third Parties that is not disclosure related to the Assigned IP or Licensed IP (such notebooks, the “Partial Access Notebooks”). Calando shall delete from such copy of such laboratory notebooks the proprietary information of Third Parties that is not disclosure related to the Assigned IP or Licensed IP.
(d) Cerulean shall not be given or granted full access to any of the [**] laboratory notebooks that are primarily related to nucleic acids and which may or may not contain proprietary information of Third Parties (such notebooks, the “Restricted Access Notebooks”).
(e) Notwithstanding the foregoing clauses (c) and (d), one complete unredacted electronic copy of the originals of each of the Full Access Notebooks, Partial Access Notebooks and Restricted Access Notebooks shall be delivered to Cerulean on the Effective Date. Such ...
Laboratory Notebooks. VRI shall cause its employees to maintain laboratory notebooks. Such laboratory notebooks shall set forth such work in detail, including a clear description of the purposes for which the work has been undertaken and the results expected; sufficient details, diagrams, plans, sketches and identification of materials used, formulations and operating conditions under which the work was conducted as may be necessary to understand and reproduce the work conducted; identification of any intermediate or final results achieved; and if such laboratory notebooks contain any interpretations of data, they shall also describe the rough data upon which such interpretations have been based. VRI shall further cause its employees, agents and permitted subcontractors maintaining such laboratory notebooks to have their work corroborated periodically, which corroboration shall include at least personal witnessing of the notebooks indicating that the witness has read and understood the material on the page witnessed on the date that he or she signed it.
Laboratory Notebooks. The copies of the Notebooks included in the Purchased Assets, which shall be provided at Purchaser's expense, shall be identical copies of the portions of the Notebooks for which copies are provided by Sellers to Purchaser and no information has been removed or deleted from such copies with respect to any Purchased Intellectual Property or Licensed Assets as they relate to the Marketed Products, Pipeline Products and Odyssey Products.
Laboratory Notebooks. Within a commercially reasonable time after the Closing Date, Sellers shall, at Purchaser's expense, create and deliver copies of the Notebooks to Purchaser, provided that prior to the delivery of copies of the Notebooks relating to the Licensed Assets, Purchaser and Sellers shall enter into a mutually acceptable confidentiality/non-disclosure or similar agreement protecting the confidentiality of, and any applicable privilege or protection in, the information contained in such Notebooks.
Laboratory Notebooks. Collateral and Schering will each maintain laboratory notebooks designed specifically for the research conducted pursuant to the Research and Development Plan (hereinafter "Laboratory Notebooks"), and, upon the reasonable request of a Party will give copies of entries of such Laboratory Notebooks to the requesting Party.
Laboratory Notebooks. Universal shall use all reasonable endeavours to procure that its employees and any of its Third Party subcontractors shall keep and securely retain laboratory notebooks recording all Results. Such laboratory notebooks should reflect the chronological events and be witnessed. No attempt shall be made to falsify, amend or otherwise change notebooks that would in any way distort or change such record. Universal shall make all relevant pages of laboratory notebooks available at reasonable times upon reasonable notice for review, analysis and use by or on behalf of Adaptimmune during the performance of the Research Program and for a period of 6 years after expiry or completion of the Research Program or earlier termination of this Agreement. If Adaptimmune requires access to the whole laboratory notebooks for any reason, including in relation to litigation, then Universal shall make such notebooks available and the Parties will agree reasonable steps to preserve the confidentiality of their contents and in particular in respect of any records or laboratory notebooks created prior to the Effective Date, preservation of any confidential information owned or Controlled by any Third Party.
Laboratory Notebooks. Upon the request of a Party, the other Party will provide copies of its Laboratory Notebooks.
Laboratory Notebooks. Originals of all laboratory notebooks shall be kept by Ilypsa with copies of any laboratory notebooks which contain information related to the Transferred Assets that were provided to Relypsa pursuant to Section 4.3 of the Original Agreement. Relypsa shall promptly return copies of any lab notebooks mistakenly provided by Ilypsa identified as containing information, data or other Know-How relating only to the Retained Assets. Notwithstanding the foregoing, Ilypsa agrees to provide Relypsa access to the originals of such laboratory notebooks which contain information related to the Transferred Assets, for purposes of obtaining, maintaining or enforcing its Patent Rights. Relypsa shall not use for any purpose, shall not disclose to any Affiliate or Affiliate’s Representative and shall promptly delete and/or destroy any information, data or other Know-How relating only to the Retained Assets and contained in any transferred computer applications, programs and other software and databases provided to Relypsa pursuant to Section 4.3 of the Original Agreement and provide written certification thereof by an officer of Relypsa. For the avoidance of doubt, Relypsa shall have no right to use any information, data or other Know-How contained in any of the documentation of Ilypsa Background Know-How provided by Ilypsa to Relypsa pursuant to Section 4.3 of the Original Agreement except in a manner consistent with the licenses set forth in Article 2.
Laboratory Notebooks. 53 5.24 No Other Representations and Warranties......................... 53
Laboratory Notebooks. All work conducted by either Party in the -------------------- course of the Research Program and the Development Program shall be completely and accurately recorded, in sufficient detail and in good scientific manner, in laboratory notebooks kept separately from the other research and development activities of the Party.
