Common use of Material Transfer Clause in Contracts

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. 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 partysubjects. The Substances supplied under this Paragraph 3.10 Section 4.9 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. In order to facilitate the Research ProgramResearch, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited toto Aventis Compounds and Alliance Compounds, Targets receptors, reagents and screens (collectively, "Substances"“Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research ProgramResearch, subject, if desired by the supplying Party, to a separate global Material Transfer Agreement in a form to be mutually agreed by the Parties. Except as otherwise provided under this Agreement, all such Substances Materials 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 partysubjects. The Substances Materials supplied under this Paragraph 3.10 must Section 2.9 shall be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. SUBJECT TO SECTION 12.1 OR AS OTHERWISE PROVIDED IN ANY MATERIAL TRANSFER AGREEMENT BETWEEN THE SUBSTANCES PARTIES, THE MATERIALS 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program, either Party (a "Supplying Party") may provide to the other Party (a "Receiving Party") certain biological materials or chemical compounds including, but not limited to, Targets (collectively, the "Substances") owned by or licensed to the supplying Supplying Party (other than under this Agreement) and available for use by the other that Supplying Party in furtherance of the Research Program. Except as otherwise provided under this Agreement, all such Substances delivered to the other Receiving Party (1) shall remain the sole property of the supplying Supplying Party, (2) shall be used only in furtherance of the Research Program and solely under the control of the other Receiving 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, Supplying Party and (4) shall not be used in research or testing involving human subjects by subjects. Because not all of their characteristics may be known, the receiving party. The Substances supplied under this Paragraph 3.10 Section 3.6 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. 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, "the “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 or the receiving Party’s rights under this Agreement, shall remain under the sole control of the other Party, (3) . Substances shall not be used by or delivered to or for the benefit of any Third Party without except under a written Material Transfer Agreement containing terms and conditions substantially similar to those contained in the prior written consent of the supplying Party, and (4) form attached as Exhibit E. Any rights to inventions acquired by either Party pursuant to any such Material Transfer Agreement shall be deemed Joint Collaboration Technology. The Substances supplied under this Section 5.6 shall not be used in research or testing involving human subjects by the receiving party. The Substances supplied under this Paragraph 3.10 subjects, and must be used otherwise with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. THE SUBSTANCES ARE PROVIDED "HEREUNDER “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. In order to facilitate the Research Program, either Party party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to, Targets (collectively, "Substances") owned Program Materials and Background Materials Controlled by or licensed to the supplying Party (other than under this Agreement) for use by the other Party party in furtherance of the Research Program. All such Program Materials shall be considered the Confidential Information of both parties and shall be subject to the restrictions in Article 8. All Background Materials shall be considered the Confidential Information of the supplying Party and shall be subject to the restrictions in Article 8. Except as otherwise provided under this Agreement, all such Substances Program Materials and Background Materials delivered to the other Party (1) party shall remain the sole property of the supplying Partyparty, (2) shall be used only in furtherance of the Research Program and solely under the control of the other Partyparty and its Affiliates, (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, party and (4) shall not be used in research or testing involving human subjects by the receiving partysubjects. The Substances Program Materials and Background Materials supplied under this Paragraph 3.10 Section 2.10 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. THE SUBSTANCES PROGRAM MATERIALS AND BACKGROUND MATERIALS 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

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, the "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, Party and (4) shall not be used in research or testing involving human subjects by the receiving partysubjects. The Substances supplied under this Paragraph 3.10 Section 5.5 must be used with prudence and appropriate caution in any experimental work, since not all of 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. In order to facilitate the Research Program, either Party Either party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to, Targets (collectively, "Substances") owned material Controlled by or licensed to the supplying Party (other than under this Agreement) party for use by the other Party party in furtherance of the Research Program. Except as otherwise provided under this Agreement, all which material shall be referred to as “Program Materials.” All such Substances Program Materials shall be considered Confidential Information of the supplying party. All such Program Materials delivered to the other Party (1) party shall remain the sole property of the supplying Partyparty, (2) shall be used only in furtherance of the Research Program and in compliance with this Agreement and solely under the control of the other Partyparty and its Affiliates, (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, party and (4) shall not be used in research or testing involving human subjects unless first approved by the receiving partysupplying party or expressly permitted under this Agreement. The Substances Program Materials supplied under this Paragraph 3.10 Section must be used with prudence and appropriate caution in any experimental work, since because not all of their characteristics may be known. THE SUBSTANCES PROGRAM MATERIALS 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 PROGRAM MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program, either Party may provide to the other Party certain biological materials Program Materials (other than Program Compounds or chemical compounds including, but not limited to, Targets (collectively, "Substances"Program Targets) owned Controlled 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 Program Materials 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 PartyParty and its Affiliates, (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 partysubjects. The Substances Program Materials supplied under this Paragraph 3.10 Section 2.16 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. THE SUBSTANCES MATERIALS 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

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 toto Collaboration Compounds, Targets receptors, reagents and screens (collectively, "SubstancesMaterials") 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 Materials delivered to the other Party (1) shall shall, subject to the licenses granted the other Party pursuant to Article 5, 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 PartyParty and its Affiliates, (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 partysubjects. The Substances Materials supplied under this Paragraph 3.10 Section 2.9 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.9 OR IN SECTION 8.4, THE SUBSTANCES MATERIALS 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.. EXECUTION VERSION

Material Transfer. In order to facilitate the Research ProgramResearch, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to, Targets Delta Compounds, Collaboration Compounds, receptors, reagents and screens (collectively, "SubstancesMaterials") owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research ProgramResearch. Except as otherwise provided under this Agreement, all such Substances Materials 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 as permitted hereunder 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 in connection with the receiving partyResearch. The Substances Materials supplied under this Paragraph 3.10 Section 2.12 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may not be knownknown or understood. THE SUBSTANCES MATERIALS 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research ProgramCollaboration, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to, Targets (collectively, "Substances") owned Program Materials Controlled by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research ProgramCollaboration. All such Program Materials shall be considered the Confidential Information of both Parties and shall be subject to the restrictions in Article 10. Except as otherwise provided under this AgreementAgreement or in accordance with the applicable Plan(s), all such Substances Program Materials 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 Collaboration and solely under the control of the other PartyParty and its Affiliates, (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, Party and (4) shall not be used in research or testing involving human subjects by subjects, in each case except as may be provided in the receiving partyapplicable R&D Plan. The Substances Program Materials supplied under this Paragraph 3.10 Section 2.7 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. THE SUBSTANCES PROGRAM MATERIALS 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.. 2.8 [*]

Material Transfer. In order to facilitate the Research Program, either Party (a "Supplying Party") may provide to the other Party (a "Receiving Party") certain information (including chemical structures), biological materials or chemical compounds, including without limitation any compounds includingfrom the 3DP Synthetically Accessible Library, but not limited to, Targets 3DP Probe Library or Focused Library (collectively, the "Substances") owned by or licensed to the supplying Supplying Party (other than under this Agreement) and available for use by the other either Party in furtherance of the Research Program. Except as otherwise provided under this Agreement, all such information or Substances delivered to the other Receiving Party (1) shall remain the sole property of the supplying Supplying Party, (2) shall be used only in furtherance of the Research Program and shall be solely under the control of the other Receiving 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 Supplying Party, and (4) shall not be used in research or testing involving human subjects by except pursuant to an approved Xxxxxxx clinical trial. Because not all of their characteristics may be known, the receiving party. The Substances supplied under this Paragraph 3.10 Section 3.6 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.