Common use of Research Materials Clause in Contracts

Research Materials. For each Research Program, each Party shall provide the other, at no cost to the other Party, with sufficient quantities of its research materials to conduct the activities under the relevant Research Program, as set forth in the applicable Work Plan or as otherwise decided by the Committee in accordance with the provisions of Section 2.6.1 (the “Research Materials”, provided that for clarity, Program Specific Deliverables and Program Specific Results shall not be considered Research Materials). Each Party shall use the Research Materials supplied by the other Party under this Section 2.10 solely for the purposes of carrying out its respective activities under the relevant Research Program in accordance with the terms of this Agreement and, with respect to Merck, to otherwise carry out its activities (including exercising its rights and licenses) under this Agreement. Neither Party shall transfer, deliver or disclose any such Research Materials of the other Party, to any Third Party without the prior written approval of the providing Party, except that Merck may transfer, deliver and/or disclose Research Materials provided by Ablynx without Ablynx’s prior written consent to Merck’s Related Parties, agents and subcontractors (subject to the provisions of Section 2.3), and to Regulatory Authorities for the purpose of carrying out the Research, Development and Commercialization of Program Nanobodies, Compounds and Products. The Research Materials supplied by Merck are not to be used in humans. Any unused Research Materials (upon termination of the Agreement) supplied by a Party to the other Party shall be, at the supplying Party’s option, either returned to the supplying Party or destroyed in accordance with instructions by the supplying Party.