Common use of Materials Provided Clause in Contracts

Materials Provided. 4.1 All materials provided for the Project under this Agreement (the “Materials”) shall be listed on Exhibit C, which shall include the name and amount of the Materials, and the party providing such Materials (the “Provider”). If no Materials are being provided, Exhibit C shall indicate “none.” 4.2 All Materials shall remain the property of the Provider and will be used by the receiving party (the “Recipient”) solely for the Project. The Materials will be returned to the Provider or destroyed by the Recipient, as requested by Provider, at the end of the Term of this Agreement or upon early termination of this Agreement. 4.3 The Materials shall be used with prudence and appropriate caution in any experimental work. THE MATERIALS ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. Recipient agrees to defend and indemnify the Provider, its trustees, officers, employees and agents from any and all claims and damages in any way arising from the acquisition, use, storage or disposal of the Materials by Recipient, unless such claim is solely due to negligence on the part of the Provider. 4.4 Subject to the University limitations set forth in Section 1.2, the Materials will be used in compliance with all applicable statutes and regulations, including the National Institutes of Health guidelines on the use of animals and recombinant DNA. The Materials may not be used for in vivo testing in human subjects. Materials derived from human donors may not be transferred with any individual donor-identifying information. 4.5 No option, license, or conveyance of rights, express or implied, is granted by one party to the other party in connection with any Materials provided under this Agreement, except the right to use the Materials strictly in accordance with the terms of this Agreement.

Materials Provided. 4.1 All materials provided for the Project under this Agreement (the “Materials”) shall be listed on Exhibit C, which shall include the name and amount of the Materials, and the party providing such Materials (the “Provider”). If no Materials are being provided, Exhibit C shall indicate “none.” 4.2 All Materials and unmodified derivatives thereof shall remain the property of the Provider and will be used by the receiving party (the “Recipient”) solely for the Project. Notwithstanding anything otherwise to the contrary, University acknowledges and agrees that Sponsor Materials existing at the Effective Date or otherwise provided by Sponsor to University during the term of this Agreement and any intellectual property rights therein or thereto are and shall be the exclusive property of Sponsor and Sponsor’s preservation of exclusive rights therein are and shall be essential to the business of Sponsor. The Materials will be returned to the Provider or destroyed by the Recipient, as requested in writing by Provider, at the end of the Term of this Agreement or upon early earlier termination of this Agreement. 4.3 The Materials shall be used with prudence and appropriate caution in any experimental work. THE MATERIALS ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. Recipient agrees to defend and indemnify the Provider, its trustees, directors, officers, employees and agents from any and all claims and damages in any way arising from the acquisition, use, storage or disposal of the Materials by Recipient, unless such claim is solely due to negligence on the part of the Provider. 4.4 Subject to the University limitations set forth in Section 1.2, the Materials will be used in compliance with all applicable statutes and regulations, including the National Institutes of Health guidelines on the use of animals and recombinant DNA. The Materials may not be used for in vivo testing in human subjects. Materials derived from human donors may not be transferred with any individual donor-identifying information. 4.5 No option, license, or conveyance of rights, express or implied, is granted by one party to the other party in connection with any Materials provided under this AgreementMaterials, except the right to use the Materials strictly in accordance with the terms of this AgreementAgreement for the Project.