Sharing of Materials. In the event that it becomes necessary for one Party to provide the other Party with tangible research or biological materials (other than a Product for clinical or commercial use), the Parties will enter into an appropriate material transfer agreement related thereto, which agreement will be subject to this Agreement and will be interpreted consistent with the terms hereof.
Sharing of Materials. The Parties agree that certain Privileged Materials have been and in the future may be shared by the Parties’ respective Counsel in furtherance of their Common Interest. The Parties also agree that the sharing of Privileged Materials, prior to or after the effective date of this Agreement, is not intended to and shall not constitute a waiver of any applicable privilege, immunity or protection, which would otherwise apply to the Privileged Materials. Nor shall the exchange of Privileged Materials between the Parties defeat claims or constitute a waiver of privilege or work product protection, or impair the confidentiality of such Privileged Materials.
Sharing of Materials. For Parties who will share Materials, when Recipient receives Materials from a Contributor, Recipient agrees that:
(a) The Materials will be used only for research activities related to HTAN, and according to the Informed Consent provided by the Data Subject (i.e., for General Use or for Health/Medical/Biomedical Research Use only) as outlined by Contributor in the Letter of Material Transfer (Appendix B).
(b) The Materials will not be further distributed to Recipient’s employees and/or those working under his/her direct supervision, for any use not consistent with the Letter of Material Transfer without the Contributor’s approval. The Recipient will refer any request for Materials from non-HTAN Members to the Contributor.
(c) Recipient will acknowledge the source of the Materials in any publications reporting use of it.
(d) Recipient acknowledges that the Materials are made available as a resource for research and are understood to be experimental in nature, having possible hazardous properties. Recipient agrees to take all reasonable precautions to prevent death, personal injury, illness and property damage.
(e) The Contributor makes no representations and extends no warranties of any kind, either expressed or implied as to the merchantability or fitness of the Materials for a particular purpose, or that the use of the Materials will not infringe any patent, copyright, trademark, or other proprietary rights.
(f) Recipient will use the Materials in compliance with this Agreement and with all applicable U.S. laws and regulations.
(g) If the Recipient generates derived research materials, such as but not limited to cell lines derived from tissue samples and cross-bred or genetically-modified organisms incorporating all or part of the Materials, Recipient may transfer such derived research materials to not-for-profit institutions under the terms of a material transfer agreement that notifies the not-for-profit institution of the existence of Contributor’s rights to the underlying Materials and restricts the use of the derived research materials by the not-for-profit recipient to teaching or not-for-profit research purposes only. This Agreement does not transfer any of the Contributor’s patent, invention, or other intellectual property rights in the underlying Materials to Recipient. Additionally, to the extent that any other party has any patent, invention or other intellectual property rights in the underlying Materials, these rights are not transferred to ...
