Common use of Materials Transfer Clause in Contracts

Materials Transfer. In order to facilitate the clinical trials and other development work contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such clinical trials or other development work. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party. The receiving Party shall: (a) only use such Materials in furtherance of the clinical trials and other development work for which it is the Responsible Party under a Development Plan, (b) not use or deliver any Materials to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.8, without the prior written consent of the supplying Party, and (c) use the Materials in compliance with all Applicable Laws. The Parties shall use the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to facilitate the clinical trials and other development work Development or regulatory activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such clinical trials or other development workDevelopment activities. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party. The receiving Party shall: (a) , will be used only use such Materials in furtherance of the clinical trials and other development work for which it is the Responsible Party under a Development Planactivities conducted in accordance with this Agreement, (b) will not use be used or deliver any Materials delivered to or for the benefit of any Third Party, except for subcontractors Service Providers pursuant to Section 3.84.4 or, in the case of Sanofi only, sublicensees, without the prior written consent of the supplying Party, and (c) use the Materials will be used in compliance with all Applicable Laws. The Parties shall use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this AgreementEXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE SUPPLY AGREEMENT, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to facilitate the clinical trials Development and other development work Manufacturing activities contemplated by this Agreement, either Party Cue may provide to the other Party LGC certain biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party Cue (collectively, “Materials”) for use by the other Party LGC in furtherance of such clinical trials activities under a Research Plan, Development Plan or other development workCommercialization Plan. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying PartyCue. The receiving Party shall: (a) only LGC shall use such Materials only in furtherance of the clinical trials and other development work for which it is activities under the Responsible Party under a Development applicable Research Plan, (b) Development Plan or Commercialization Plan conducted in accordance with this Agreement, and the Materials will not use be used or deliver delivered for any Materials other purpose, or to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.8Sublicensees and subcontractors, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS. without the prior written consent of the supplying PartyCue, and (c) use the Materials will be used in compliance with all Applicable Laws. The Parties shall use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTYPURPOSE.

Materials Transfer. In order to facilitate the clinical trials and other development work activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds (other than Compound or Product) Controlled controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such clinical trials or other development workactivities. Except as otherwise provided for under this Agreement, to the extent that either Party provides Materials to the other Party, all such Materials delivered to the other Party will remain shall be the sole property of Cypress (regardless of which Party supplies such Materials), subject to Alexza’s intellectual property rights in such Materials, will be used by the supplying Party. The receiving Party shall: (a) Parties only use such Materials in furtherance of the clinical trials and other development work for which it is activities with respect to the Responsible Party under a Development PlanProduct, (b) will not use be used or deliver any Materials delivered by Alexza to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.83.4(c), without the prior written consent of the supplying PartyCypress, and (c) use the Materials will be used by each Party in compliance with all Applicable Laws. The Parties shall use the Materials supplied under this Agreement must be used by each Party with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE ALL 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order Either Party (or its Affiliate) may have provided to facilitate the clinical trials and other development work contemplated by this Party (or its Affiliate) pursuant to the Existing Agreement, either Party the Restated Agreement or the Original Agreement or may provide pursuant to this Agreement to the other Party certain biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such clinical trials or other development workwork contemplated by any such agreement. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party. The Except as otherwise provided for under this Agreement, the receiving Party shall: (a) only use such Materials in furtherance of the clinical trials and other development work for which it is that were contemplated by the Responsible Party under a Development PlanExisting Agreement, the Restated Agreement or the Original Agreement or are contemplated by this Agreement, (b) not use or deliver any Materials to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.8permitted subcontractors, without the prior written consent of the supplying Party, and (c) use the Materials in compliance with all Applicable Laws. The Parties shall use the such Materials supplied under this Agreement with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE SUCH MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to facilitate the clinical trials and other development work contemplated by this Agreement, either Party Arena may (but is not required to except as set forth herein) provide to the other Party Roivant certain biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party (collectively, “Materials”) for use by the other Party Roivant in furtherance of such clinical trials or other development work; at Roivant’s reasonable request, Arena shall provide Roivant with reference standards and impurity samples. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party Roivant will remain the sole property of the supplying PartyArena. The receiving Party Roivant shall: (a) only use such Materials in furtherance of the clinical trials and other development work for which it is the Responsible Party under a Development Plan, (b) not use or deliver any Materials to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.83.5, without the prior written consent of the supplying PartyArena, and (c) use the Materials in compliance with all Applicable Laws. The Parties Roivant shall use the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to facilitate the clinical trials Research Program and other development work contemplated by this Agreementthe Evaluation, either Party party may provide to the other Party party certain biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party party, including, but not limited to, Muscarinic Compounds, Option Compounds or Other Forms of any of the foregoing (collectively, “Materials”) for use by the other Party party in furtherance of such clinical trials the Research Program, any IND Plan or other development workthe Evaluation, as applicable. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Party. The receiving Party shall: (a) party, will be used only use such Materials in furtherance of the clinical trials and other development work for which it is the Responsible Party under a Development PlanResearch Program or Evaluation in accordance with this Agreement, (b) will not use be used or deliver any Materials delivered to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.83.6, without the prior written consent of the supplying Partyparty, and (c) use the Materials will be used in compliance with all Applicable Lawsapplicable laws, rules and regulations. The Parties shall use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreementherein, 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to facilitate the clinical trials and other development work contemplated by this AgreementCollaboration, either Party party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to, compounds within the Elitra Compound Libraries or the LG Chem Compound Libraries, Gene Targets, Elitra Assays or other screens, target proteins and reagents (other than Compound or Productcollectively, "Materials") Controlled by the supplying Party party (collectively, “Materials”other than under this Agreement) for use by the other Party party in furtherance of such clinical trials or other development workthe Collaboration. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Party. The receiving Party shall: (a) party, will be used only use such Materials in furtherance of the clinical trials Collaboration and solely under the control of the other development work for which it is the Responsible Party under a Development Planparty, (b) will not use be used or deliver any Materials delivered to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.8, Party without the prior written consent of the supplying Partyparty, and (c) use will not be used in research or testing involving human subjects except as expressly permitted by the Materials in compliance with all Applicable LawsDevelopment Plan. The Parties shall use the Materials supplied under this Agreement Section 3.8 must be used with prudence and appropriate caution in any experimental work work, because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to facilitate the clinical trials and other development work contemplated by this AgreementResearch Program, either Party may party shall provide to the other Party party certain biological materials or chemical compounds (other than Compound or Product) Controlled by and available to the supplying Party party, including, but not limited to, [**] materials (including, without limitation, Licensed Compounds, Preclinical Compounds and Selected Compounds) that are necessary or useful to conduct the Research Program (collectively, “Materials”) for use by the other Party party in furtherance of such clinical trials or other development workthe Research Program. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Party. The receiving Party shall: (a) party, will be used only use such Materials in furtherance of the clinical trials and other development work for which it is the Responsible Party under a Development PlanResearch Program in accordance with this Agreement, (b) will not use be used or deliver any Materials delivered to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.8, Party without the prior written consent of the supplying Partyparty, and (c) use the Materials will be used in compliance with all Applicable Lawsapplicable laws, rules and regulations. The Parties shall use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND AND, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN ARTICLE 10 HEREOF, ARE PROVIDED 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to To facilitate the clinical trials and other development work Development activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such clinical trials or other development workDevelopment activities. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party. The receiving Party shall: (a) , will be used only use such Materials in furtherance of the clinical trials and other development work for which it is the Responsible Party under a Development Planactivities conducted in accordance with this Agreement, (b) will not use be used or deliver any Materials delivered to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.8sublicensees (Sublicensees in the case of AMAG) or subcontractors, without the prior written consent of the supplying Party, and (c) use the Materials will be used in compliance with all Applicable Laws. The Parties shall use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to facilitate the clinical trials and other development work contemplated by this AgreementResearch, either Party may party shall provide to the other Party party certain biological materials or chemical compounds (other than Compound including, but not limited to, compounds within the [*] or Product) the [*], Gene Targets, screens, receptors and reagents as required under the Research Plan that are Controlled by the supplying Party party (collectively, “"Materials”") for use by the other Party party in furtherance of such clinical trials or other development workthe Research. Except as otherwise provided for under this Agreement, all such the receiving party shall have no rights in any Materials delivered to it by the other Party will remain the sole property of the supplying Partyparty. The receiving Party shall: (a) only party shall use such Materials only in furtherance of the clinical trials Research and other development work for which it is solely under the Responsible Party under a Development Plancontrol of the receiving party, (b) and such Materials shall not use be used or deliver any Materials delivered to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.8, Party without the prior written consent of the supplying Partyparty, and (c) use the nor shall such Materials be used in compliance with all Applicable Lawsresearch or testing involving human subjects except as permitted by applicable law. The Parties shall use the Materials supplied under this Agreement Section 3.7 must be used with prudence and appropriate caution in any experimental work work, because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order to facilitate the clinical trials and other development work activities contemplated by this Agreement, either Party BioAtla may provide to the Himalaya, its Licensees or Affiliates or other Selling Parties or Third Party Service Providers, or Himalaya may provide to BioAtla on behalf of its Licensees or Affiliates or Third Party Service Providers, certain biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party party (collectively, “Materials”) for use by the other Party receiving party solely in furtherance of such clinical trials development activities. For clarity, such Materials do not include the CAB Antibodies provided by BioAtla hereunder or other development workunder any License Agreement. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party a party will remain the sole property of the supplying Party. The receiving Party shall: (a) party, will be used only use such Materials in furtherance of the clinical trials and other development work for which it is the Responsible Party under a Development Planactivities conducted in accordance with this Agreement, (b) will not use be used or deliver any Materials delivered to or for the benefit of any Third Party, except for subcontractors pursuant to Section 3.8or Third Party Service Providers, without the prior written consent of the supplying Partyparty, and (c) use the Materials will be used in compliance with all Applicable Lawsapplicable laws, rules and regulations. The Parties shall use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, 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 MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In order furtherance of any Pre-Option Development Activities to facilitate the clinical trials and other development work contemplated be conducted by this Agreementa Party pursuant to a Pre-Option Development Plan, either each Party may provide to the other Party certain chemical compounds or biological materials or chemical compounds (other than Compound or Product) Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in furtherance of conducting such clinical trials or other development workPre-Option Development Activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party. The receiving Party shall: (a) shall use the Materials only use such Materials in furtherance accordance with the Pre-Option Development Plan and the terms and conditions of the clinical trials and other development work for which it is the Responsible Party under a Development Planthis Agreement, (b) shall not use or deliver any the Materials to or for the benefit of or deliver the Materials to any Third Party, except for subcontractors pursuant to Section 3.8, Party without the prior written consent of the supplying Party, and (c) shall use the Materials in compliance with all Applicable Laws. The Parties shall use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.