Common use of Material Transfer Clause in Contracts

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.