Sponsor Materials. SPONSOR agrees to permit UVM Investigator to use SPONSOR Materials (which are as follows: ____________________ and include the original material and any progeny, unmodified derivatives, any part of the foregoing incorporated in modifications) solely to perform the Services at UVM’s institutional facilities only, and only under the direction of UVM Investigator(s), and not for any other purposes whatsoever, without the prior written consent of SPONSOR. UVM agrees not to transfer SPONSOR Materials to anyone who is not employed at UVM’s facilities without the prior written consent of SPONSOR. UVM agrees to the limitations on use of SPONSOR Materials. No other right or license to SPONSOR Materials is granted or implied as a result of the transfer of SPONSOR Materials to UVM. UVM will not reverse engineer or conduct any analysis of SPONSOR Materials to determine chemical structure, composition or chemical properties. UVM Investigator shall destroy any remaining SPONSOR Material(s) within thirty (30) days of termination of this Agreement according to Section 14.
Sponsor Materials. Upon the request of the Medical College, the Sponsor agrees to accept the return of unused portions of any drugs, chemicals, and other materials supplied by the Sponsor in connection with the Sponsored Research or Biological Materials provided pursuant to the Material Transfer Agreement ("Sponsor Materials"), including the containers in which the Sponsor Materials are shipped, provided that the Sponsor Materials and containers are properly labeled. The Sponsor agrees to furnish the Medical College with sufficient information regarding all such Sponsor Materials to permit reasonable interpretation of the results obtained in the Sponsored Research and to identify precautions needed to help protect the health and safety of personnel using the Sponsor Materials. The Sponsor agrees to indemnify and defend the University (including, without limitation, the Medical College), affiliated hospitals, clinics, and other institutions affiliated with the Medical College, and the officers, trustees, agents, and employees of each of them, and hold them harmless from any and all injury, illness, death, property damage, claim, lawsuit, judgment thereon, or cause of action that results either in whole or in part from the use of the Sponsor Materials (each a "Claim"), not arising from the indemnified party's gross negligence or willful misconduct, if such use was pursuant to Sponsor's directions or was reasonable under the circumstances. The University shall promptly notify Sponsor of any such Claim for which the University intends to claim indemnification, and cooperate fully with Sponsor and its attorneys in the investigation, conduct, defense and settlement of any such Claim.
Sponsor Materials. Sponsor or Sponsor representative shall provide all Study Drug and certain reagents or other materials as provided for in the Protocol (collectively, “Materials”) to the Institution at no charge. Institution and Research Personnel shall at all times hold, store, handle, and transport the Materials in compliance with all applicable laws, rules, and regulations. Institution shall keep the Materials in a locked, secured area at all times, and shall maintain accurate records showing the disposition and return of the Materials, including recording the dates and amounts of Materials (a) received; (b) dispensed or administered, including the Study subjects to whom the Materials were dispensed or administered; (c) disposed of, damaged, or lost; and (d) returned to Sponsor, as directed, (“Inventory Data”). The Materials provided by or on behalf of Sponsor to Institution and/or Investigators in connection with this Agreement or the Study shall be and remain the exclusive property of Sponsor. Institution and Investigators shall use the Materials only to conduct the Study and for no other purpose. Upon termination or completion of the Study, termination or expiration of this Agreement, or upon request by Sponsor, all Materials shall be returned to Sponsor as directed, or destroyed at Sponsor’s sole option and expense.
Sponsor Materials. SUPPLIER agrees to use reasonable care in handling the equipment, materials and other property of SPONSOR entrusted to SUPPLIER’S care or purchased with SPONSOR funds in performance of this Agreement along with all materials constituting Work Product hereunder (collectively, “SPONSOR Materials”). All SPONSOR Materials shall be and remain SPONSOR’S property. Such SPONSOR Materials shall be plainly marked or otherwise adequately identified by SUPPLIER as Sponsor’s property and shall be safely stored separate and apart from SUPPLIER’S property. Unless otherwise agreed to in writing by SPONSOR on a case-by-case basis, SUPPLIER shall use SPONSOR Materials only for the benefit of SPONSOR under this Agreement and shall not use SPONSOR Materials for any other purpose. All SPONSOR Materials, while in SUPPLIER’S custody or control, shall be held at SUPPLIER’S risk, shall be kept insured by SUPPLIER at SUPPLIER’S expense in an amount equal to the replacement cost with loss payable to SPONSOR and shall be subject to removal at SPONSOR’S written request, in which event SUPPLIER shall prepare such SPONSOR Materials for shipment and redeliver to SPONSOR in the same condition as originally received or produced by SUPPLIER, reasonable wear and tear excepted, at SPONSOR’S expense (unless otherwise set forth in the applicable Project Proposal/SOW). SUPPLIER agrees to keep the equipment constituting SPONSOR Materials at all times in good and efficient working order for use in performing the Services. SUPPLIER shall be responsible for routine maintenance and calibration of all such equipment, but SPONSOR shall be responsible for the cost of calibration, repairing or replacing such equipment, except to the extent such repairs or replacement are required due to SUPPLIER’S breach of this Agreement (including this Section) or SUPPLIER’S negligence or willful misconduct. Upon completion of the Services, termination or expiration of this Agreement SUPPLIER will, at SPONSOR’S request, return all SPONSOR Materials.
Sponsor Materials. From time to time, Sponsor may provide to CRO certain products, samples and other materials (collectively “Sponsor Materials”) to be used by CRO in connection with the Services. Sponsor Materials will at all times remain the sole and exclusive property of Sponsor, and CRO neither has nor acquires any right or property interest in such Sponsor Materials. CRO agrees to hold all Sponsor Materials for the sole benefit of Sponsor and will only use such Sponsor Materials for the purpose of providing Services hereunder. CRO will handle and store Sponsor Materials in accordance with procedures, and under conditions agreed to by the Parties in writing.
Sponsor Materials. University will use Sponsor Materials only in work done in the course of the Research Project. University will not transfer Sponsor Materials to anyone not under the direct supervision of University’s Principal Investigator without the consent of Sponsor. University will not use Sponsor Materials for any commercial purpose without the written consent of Sponsor. Following expiry or termination of this Agreement, University will, at the request of Sponsor, return or properly destroy Sponsor Materials and Sponsor’s Confidential Information received under this Agreement by University.
Sponsor Materials. Sponsor or Sponsor representative shall provide all Study Drugs and certain reagents or other materials as provided for in the Protocol (collectively, “Materials”) to the Institution at no charge. Institution and Research Personnel shall at all times hold, store, handle, and transport the Materials in compliance with all applicable laws, rules, and regulations. Institution shall keep the Materials in a locked, secured area at all times, and shall maintain accurate records showing the disposition and return of the Materials, including recording the 5.1
Sponsor Materials. Sponsor is responsible, at its sole cost and expense, for securing any consents, licenses, waivers, or any other third-party copyrights, trademarks, service marks, publicity, or privacy rights in connection with any images, art files, music, video or other materials used or provided by Sponsor in connection with this Sponsorship Agreement (e.g., any signage, logos, web site branding, etc.).
Sponsor Materials. Sponsor or Sponsor representative shall provide all Study Drug and reagents or other materials as provided for in the Protocol (collectively, “Materials”) to the Institution in sufficient quantities for proper conduct of the Study, at no charge. Institution and Research Personnel shall at all times hold, store, handle, and transport the Materials in compliance with any applicable laws and regulations. Institution shall keep the Materials in a locked, and in secured area at all times, and shall maintain accurate records showing the disposition and return of the Materials, including recording the dates and amounts of Materials (a) received; (b) dispensed or administered, including the Study subjects to whom the Materials were dispensed or administered; (c) disposed of, damaged, or lost; and (d) returned to Sponsor, as directed, (“Inventory Data”). The Sponsor shall ensure distribution of the consignment of the investigational medicinal product to the pharmacy of the Institution, where it is taken over and checked by the responsible pharmacist (in accordance with Sponsors instructions – i.e., if not damaged, in the case of special transport requirements, if these requirements are met, and 5.1
Sponsor Materials. During the Research, Sponsor may transfer materials for use in the Research as may be specified in an applicable Statement of Work to Rochester. Such materials together with all unmodified derivatives thereof shall be deemed “Sponsor Materials” for purposes of this Agreement. Sponsor shall retain all right, title and interest, including, but not limited to, intellectual property rights, in and to Sponsor Materials. Rochester shall use Sponsor Materials solely for the purpose of performing the Research. To the extent that Sponsor Materials include intellectual property used in Inventions (defined below), Sponsor grants to Rochester a perpetual royalty-free non-exclusive worldwide license to use the Sponsor Materials for non-commercial research and education purposes only. Rochester shall not sell or transfer Sponsor Materials to any other person or entity or use Sponsor Materials for any purpose other than the Research, without Sponsor’s prior written consent. Rochester shall comply with Sponsor’s written instructions provided to Rochester and applicable laws and regulations in the use of Sponsor Materials. Sponsor’s transfer of the Sponsor Materials to Rochester shall not constitute a sale thereof or a grant, option or license under any patent or other rights owned or controlled by Sponsor. Unless otherwise agreed to by Sponsor in writing, within thirty (30) days after the earlier of completion of the Research or termination of this Agreement or the applicable Statement of Work, Rochester shall destroy any Sponsor Materials in its possession or control.
