Common use of Material Transfer and Related Provisions Clause in Contracts

Material Transfer and Related Provisions. (a) Promptly following the Effective Date, Lilly shall, to the extent not previously provided to Telix or an Affiliate thereof under the MTA, provide Telix with the Transferred Materials (which shall be delivered EXW (Incoterms® 2020)). Telix shall not use the Transferred Materials for any purpose other than the performance of the Development Plan during the Term, and Telix shall not transfer any Transferred Material to any Third Party except to the extent such Third Party is listed on Exhibit G attached hereto or is approved by Lxxxx in writing and in advance, which approval will not be unreasonably withheld, or to any jurisdiction outside of [**] without Lxxxx’x prior written approval. Telix will take all reasonable precautions to prevent the theft, loss or destruction (other than in accordance with the Quality Agreement) of the Transferred Material, and Telix will bear all risk of loss and responsibility in relation to the Transferred Material and use thereof hereunder (except as set forth in Section 2.1(d) below). Lxxxx shall not have any obligation to transfer any tangible material to Telix other than the Transferred Materials as referenced above. The Parties shall execute a Quality Agreement with respect to certain Transferred Material, in substantially the form attached as Exhibit F (the “Quality Agreement”), simultaneously with the execution of this Agreement. (b) Telix will use the Transferred Material solely in accordance with Applicable Law. If any Transferred Material or information derived from the use of thereof is transferred out of [**] by Telix, Telix will communicate with all applicable Governmental Authorities if and as may be required by Applicable Laws which apply to the exportation, handling, storage, and transfer of Transferred Material (or data derived from the use thereof) out of [**] and shall comply with all Applicable Laws with respect to the transfer of the Transferred Material or data derived from the Transferred Material out of [**]. (c) Telix assumes full responsibility for any claims or liabilities which may arise as a result of the use, handling or possession of Transferred Material by or on behalf of Telix or any Affiliate thereof, except as prohibited by law. Telix agrees to retain control over and not transfer, sell, or distribute the Transferred Material to anyone other than Telix’s employees and in each case solely as needed for the purposes set forth in Section 2.1(a) above. Telix shall exercise at a minimum the same degree of care it would exercise to protect its own similar material (and in no event less than a reasonable standard of care). (d) Lilly hereby represents and warrants that all Transferred Materials shall have been manufactured and delivered to Telix in a form that complies with: (i) all Applicable Laws, including but not limited to GMP; (ii) any and all specifications set forth on the Certificate of Analysis provided to Telix by Lxxxx with respect to any Transferred Materials; and (iii) the Quality Agreement. (e) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.1, THE TRANSFERRED MATERIALS ARE BEING SUPPLIED TO TELIX “AS IS”, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THEREOF WILL NOT INFRINGE ANY PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.