Common use of Limitation on Rights and Obligations with Respect to the HBIO Materials Clause in Contracts

Limitation on Rights and Obligations with Respect to the HBIO Materials. (a) HBIO shall have no obligation to (i) notify HXXX of any changes or proposed changes to any of the HBIO Materials, (ii) include HXXX in any consideration of proposed changes to any of the HBIO Materials, (iii) provide draft changes of any of the HBIO Materials to HXXX for review and/or comment or (iv) provide HXXX with any updated materials relating to any of the HBIO Materials, except as such updated materials may be necessary in order to permit HXXX to comply with the requirements of any corporate policy that is contained in the HBIO Materials and with which HXXX is otherwise required to comply. HXXX acknowledges and agrees that, except as expressly set forth above, HBIO reserves all rights (including all Intellectual Property rights) in, to and under the HBIO Materials and no rights with respect to ownership or use, except as otherwise expressly provided in this Agreement or the Intellectual Property Matters Agreement, shall vest in HXXX. The Parties acknowledge and agree that the HBIO Materials are the confidential Information of HBIO. HXXX shall use at least the same degree of care to prevent and restrain the unauthorized use or disclosure of any materials created by or for HXXX that are based upon any of the HBIO Materials as it uses for its other confidential Information of a like nature, but in no event less than a reasonable degree of care. HXXX will allow HBIO reasonable access to personnel and information as reasonably necessary to determine HXXX’x compliance with the provisions set forth above; provided, however, such access shall not unreasonably interfere with any of the business or operations of HXXX. Subject to Section 9.01, in the event that HBIO determines that HXXX has not materially complied with some or all of its obligations with respect to any or all of the HBIO Materials, and such failure to comply shall continue uncured for a period of thirty (30) days after receipt by HXXX of a written notice of such failure from HBIO, HBIO may terminate HXXX’x rights with respect to such HBIO Materials upon written notice to HXXX and, in such case, HBIO shall be entitled to require such HBIO Materials to be returned to HBIO or destroyed and any materials created by or for HXXX that are based upon such HBIO Materials to be destroyed (with such destruction certified by HXXX in writing to HBIO promptly after such termination). (b) If HXXX determines to cease to avail itself of any of the HBIO Materials or upon expiration or termination of any period during which HXXX is permitted to use any of the HBIO Materials, HBIO and HXXX shall cooperate in good faith to take reasonable and appropriate actions to effectuate such determination, expiration or termination, to arrange for the return to HBIO or destruction of such HBIO Materials and to protect HBIO’s rights and interests in such HBIO Materials.