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 (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 shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and solely under the control of the other Party, 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. The Substances supplied under this 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 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 subjectssubjects by the receiving party. The Substances supplied under this Section 4.9 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 (a "Supplying Party") may provide to the other Party (a "Receiving Party") certain biological materials or chemical compounds (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 shall remain the sole property of the supplying Supplying Party, shall be used only in furtherance of the Research Program and solely under the control of the other Receiving Party, 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 shall not be used in research or testing involving human subjects. The Because not all of their characteristics may be known, the Substances supplied under this Section 4.9 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 Either party may provide to the other Party party certain biological materials or chemical compounds (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 party shall remain the sole property of the supplying Partyparty, 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, 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 shall not be used in research or testing involving human subjectssubjects unless first approved by the supplying party or expressly permitted under this Agreement. The Substances Program Materials supplied under this Section 4.9 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 (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 shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and solely under the control of the other PartyParty and 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. The Substances Program Materials supplied under this Section 4.9 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 (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 from the 3DP Synthetically Accessible Library, 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 shall remain the sole property of the supplying Supplying Party, shall be used only in furtherance of the Research Program and shall be solely under the control of the other Receiving Party, 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 shall not be used in research or testing involving human subjectssubjects except pursuant to an approved Xxxxxxx clinical trial. The Because not all of their characteristics may be known, the Substances supplied under this Section 4.9 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 ProgramCollaboration, either Party may provide to the other Party certain biological materials or chemical compounds (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 shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program Collaboration and solely under the control of the other PartyParty and 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, Party and shall not be used in research or testing involving human subjects, in each case except as may be provided in the applicable R&D Plan. The Substances Program Materials supplied under this Section 4.9 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 may provide to the other Party certain biological materials or chemical compounds including, but not limited to Collaboration Compounds, 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 Program. Except as otherwise provided under this Agreement, all such Substances Materials delivered to the other Party shall shall, subject to the licenses granted the other Party pursuant to Article 5, remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and solely under the control of the other PartyParty and 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. The Substances Materials supplied under this Section 4.9 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 Program, either Party may provide to the other Party certain biological materials or chemical compounds (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 shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and solely under the control of the other Party, 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 shall not be used in research or testing involving human subjects. The Substances supplied under this Section 4.9 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 ProgramResearch, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to, Delta Compounds, Collaboration Compounds, 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. Except as otherwise provided under this Agreement, all such Substances Materials delivered to the other Party shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program as permitted hereunder and solely under the control of the other Party, 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 subjectssubjects in connection with the Research. The Substances Materials supplied under this Section 4.9 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.