Common use of Supply and Use of Materials; Cooperation Clause in Contracts

Supply and Use of Materials; Cooperation. At the reasonable request of the other Party, a Party will supply the other Party Materials Controlled by such Party for Research consistent with and in furtherance of the POC Plan, Joint Development Plan and Budget or Additional Research Plan for a given Program, as applicable. Each Party will use any Materials provided by the other Party hereunder only in accordance with the POC Plan, Joint Development Plan and Budget or Additional Research Plan for the applicable Program, and otherwise in accordance with the terms and conditions of this Agreement (including for clarity in connection with activities conducted by the Parties during the Merck Participation Election Period for a given Program in connection with the Research, Development, Manufacture or Commercialization of the Collaboration Products from such Program), the use limitations agreed to by the Parties and any reasonable instructions provided by the Party furnishing the Materials. Except with the prior written consent of the supplying Party (such consent not to be unreasonably withheld, delayed or conditioned), the Party receiving any Materials will not distribute or otherwise allow the release of such Materials to any Third Party, except for subcontracting as permitted hereunder or otherwise in connection with the Research, Manufacture, Development and Commercialization of Collaboration Products by the Parties hereunder, to the extent consistent with the use limitations agreed to by the Parties. All Materials delivered to the receiving Party will be used in compliance with all applicable Law. The Materials supplied under this Agreement will be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. The receiving Party shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the provider’s Materials, and in particular shall not analyze the provider’s Materials by physical, chemical or biochemical means except as necessary to perform its obligations under this Agreement.