Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled Plan, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party (referred to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled by the Transferring Party (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose.
(ii) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party.
(iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose.
(iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Ag...
Material Transfer. In order to facilitate the Research Program, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to, Targets (collectively, "Substances") owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program. Except as otherwise provided under this Agreement, all such Substances delivered to the other Party (1) shall remain the sole property of the supplying Party, (2) shall be used only in furtherance of the Research Program and solely under the control of the other Party, (3) shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and (4) shall not be used in research or testing involving human subjects by the receiving party. The Substances supplied under this Paragraph 3.10 must be used with prudence and appropriate caution in any experimental work, since not all their characteristics may be known. THE SUBSTANCES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE SUBSTANCES WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.
Material Transfer. 1. University shall provide the following research material (hereinafter the “Material”) to Receiver in accordance with the terms and conditions set forth in this Agreement. Name of the Material: Type and form, etc.: Person creating or managing the Material: Number and unit of the Material provided:
2. University shall provide the Material to Receiver without any consideration.
Material Transfer. Upon the written request of Ablynx (which request must be made within […***…] after delivery of the applicable termination notice), Merck shall, as soon as reasonably practicable and subject to its ability to do so pursuant to any applicable agreements with Third Parties, use Commercially Reasonable Efforts to transfer to Ablynx the […***…], if any, that […***…], owned by and in the possession of Merck or of one of its Affiliates as of the effective date of such termination (provided that for clarity, any […***…]maintained by Merck or any of its Affiliates shall not be required to be […***…] when transferred to Ablynx but, for the avoidance of doubt, until the time that such […***…] is transferred to Ablynx, such […***…] shall be maintained by or on behalf of Merck in the same condition as maintained as of the date of notice of termination (provided that such obligation to maintain such […***…] in such condition shall not exceed a period of more than […***…] following such notice of termination)), as well as a copy, if any, of (i) […***…], if any, as applicable, and (ii) […***…], if any, as applicable (provided that in each case, such transfers are not subject to restrictions, and Merck shall only be required to make such transfers as and to the extent such transferred items are owned by and in the possession of Merck or of one of its Affiliates as of the effective date of such termination). For clarity, the obligation of Merck to transfer any physical materials pursuant to this Section 8.7.4 shall be limited to the […***…], if any, pursuant to this Section 8.7.4(c). As used herein, […***…] that was prepared for research purposes.
Material Transfer. The Facility shall not distribute or release the Materials to anyone other than its laboratory personnel, and shall make sure that no one will be allowed to take or send the Materials to any location other than that to which it is sent by Client, unless prior written permission is obtained from Client. The Facility shall not use the Materials for any purpose other than in the performance and evaluation of the Services, or as otherwise authorized in writing by Client. The Facility will use the Materials in compliance with all applicable governmental regulations.
Material Transfer. To facilitate the Development activities hereunder, either Party may provide to the other Party certain biological materials, chemical compounds such as the active pharmaceutical ingredient or its formulated forms, development and regulatory materials or any other materials necessary for obtaining Regulatory Approval in the Territory, owned by or licensed by a Third Party to the supplying Party for use by the other Party in furtherance of such Development activities (such materials or compounds provided hereunder are referred to, collectively, as “Materials”), provided that any licensed Materials may only be provided as permitted under the relevant license agreement. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall remain the sole property of the supplying Party, shall be used in furtherance of the Development activities and solely under the control of the other Party (or its Affiliates), shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not be used in research or testing involving human subjects, unless expressly agreed. The Materials supplied under this Section 4.1.4 are supplied “as is” and must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known.
Material Transfer. A. If applicable, the University may provide material to Contractor for the sole purpose of performing Services. Contractor will only use the material for the designated purpose and return or destroy any remaining material upon completion or termination of the Contract.
B. Any material delivered pursuant to the Contract is understood to be experimental in nature, and UNIVERSITY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS.
C. In no event will the University be liable for any use by Contractor of the material or for any loss, claim, damage, expense, or liability, of any kind or nature, that may arise from or in connection with Contractor's use, handling, storage, or disposal of the material, except as such claims demands, costs, or judgments may arise from the University's gross negligence or willful misconduct. Contractor assumes responsibility for, and agrees to indemnify and hold harmless the University and the University's trustees, officers, agents, and employees from any liability, loss, or damage they may suffer as a result of any claims, demands, costs, or judgments against them arising out of the use, handling, storage, or disposal of the material by Contractor, except as such claims, demands, costs, or judgments may arise from the University's gross negligence or willful misconduct.
D. The material will in no event be used in human beings (including for diagnostic purposes), or provided to any third party, nor will any animals or plants exposed to materials, or products of such animals or plants, be used for food. All use, receipt, and disposal of the material will be conducted in accordance with all federal, state, and local laws, regulations, and ordinances governing such use.
Material Transfer. 2.1 During the course of the Project, APN will transfer to AbbVie and Lundbeck their selected [***] APN Compounds as standards and precursors and as set forth in Appendix II in such amounts as are necessary to conduct the Project.
2.2 Lundbeck and AbbVie agree to use the APN Compounds and the Compound Information, as defined in Appendix I, solely for the purpose of conducting the Project.
2.3 Lundbeck and AbbVie agree to not reverse engineer the APN Compounds or undertake any additional analyses thereof, chemical or biological, including, without limitation, any attempt to determine the composition, formula, structure or properties of APN Compounds, without the express written permission of APN, except as required for a Party to fulfill its obligations under this Agreement.
2.4 Except as set forth under Section 6.4 of this Agreement, Lundbeck and AbbVie agree to not further give, transfer, or distribute the APN Compounds and the Compound Information to any third party without APN’s prior written consent. Subject to the provisions set forth in Section 10 hereto, the Party engaging a subcontractor shall be permitted to share the APN Compounds solely for the purpose of performing the Work Plan.
2.5 In the event that a Party’s work under the Project does not proceed to Stage 2, pursuant to Section 5.6, and upon completion of the Project or termination of this Agreement pursuant to Section 7.1, whichever is sooner, Lundbeck and AbbVie shall discontinue the use of APN Compounds and shall destroy or return to APN, at APN’s sole discretion and costs, all the remaining APN Compounds. Upon APN’s request, Lundbeck and AbbVie shall provide written documentation of such destruction of all applicable APN Compounds to APN.
2.6 The APN Compounds delivered pursuant to the Project are understood to be experimental in nature and may have hazardous properties. As of the Effective Date of this Agreement, APN has no knowledge of any such hazardous effects. APN shall supply to Lundbeck and AbbVie pertinent records, safety data and information in its possession regarding the APN Compounds. The Parties will handle the APN Compounds accordingly and will inform each other in writing, pursuant to Section 15 (“Notices”), of any adverse effects experienced by persons handling the APN Compounds.
2.7 Except as set forth in Section 18 (“Indemnification”), Lundbeck and AbbVie each assume all liability for damages which may arise from their respective use, storage or disposal of APN Compoun...
Material Transfer. Upon the written request of Ablynx (which request must be made within […***…] after delivery of the applicable termination notice), Merck shall, as soon as reasonably practicable and subject to its ability to do so pursuant to any applicable agreements with Third Parties, use Commercially Reasonable Efforts to transfer to Ablynx the following materials that are solely and exclusively used for the lead Terminated Product: […***…].
Material Transfer. Should tangible proprietary materials (e.g. biological materials, seeds, software, prototypes) be transferred between the Parties during the term of this Agreement, a copy of the fully executed material transfer agreement shall be attached as Appendix C.
