Common use of Material Transfer Clause in Contracts

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. To facilitate the Development activities hereunderconduct of the Programs, either Party may provide to the other Party Party, at no cost to the other Party, certain biological materialsmaterials or chemical Vectors, chemical compounds such as the active pharmaceutical ingredient cell-based assays or its formulated formsspecific Vectors, development and regulatory materials or any other materials necessary for obtaining Regulatory Approval in the Territoryif available, owned by or licensed by a Third Party to the supplying Party for use by the other Party in furtherance of such the Research activities, but not Development, under the Development activities Plans (such materials or compounds Vectors 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 only in furtherance of the Programs and expressly in accordance with the applicable Development activities Plan 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 Research or testing involving human subjects, unless expressly agreed. The Materials supplied under this Section 4.1.4 2.8 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.