Common use of Supply of Proprietary Materials Clause in Contracts

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreement; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the a “Transferring Party”) may supply the other Party (the a “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that that: (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreementhereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreementhereby; (d) the Recipient Party it shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party it shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Collaboration Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research ProgramCollaboration. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreement; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Collaboration Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of Controlled by the Transferring transferring Party for use in the Research Program. In connection therewith, each Each Recipient Party hereby agrees that (a) it shall not use such the other party’s Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreementhereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by in this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials solely as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreement; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program TermProgram, either Party (the “Transferring transferring Party”) may supply the other Party (the “Recipient recipient Party”) with its Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient the recipient Party hereby agrees that (ai) it shall not use such Proprietary Materials for any purpose other than exercising its any rights specifically granted to it or performing its obligations under this Agreementreserved by it hereunder; (bii) it shall use such the Proprietary Materials only in compliance with all Applicable Lawsapplicable, federal, state, and local laws and regulations; (ciii) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring transferring Party, except as expressly permitted hereby or by this AgreementArticle 6; (div) the Recipient transferring Party shall not acquire any right, title or interest in or to retain full ownership of all such Proprietary Materials as a result of such supply by the Transferring PartyMaterials; and (ev) upon the expiration or termination of the Research Program Termthis Agreement, the Recipient recipient Party shall, if and as instructed by shall at the Transferring Party, instruction of the transferring Party either destroy or return any such Proprietary Materials that which are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Development Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreementhereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for (i) the transfer of Licensed Products for use in Clinical Trials or (ii) in a Permitted Transaction or as otherwise expressly permitted by this Agreementhereby; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program TermDevelopment Program, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the a “Transferring Party”) may supply the other Party (the a “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that that: (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreementhereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreementhereby; (d) the Recipient Party it shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party it shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission.

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring transferring Party for use in the Research Development Program. In connection therewith, each Recipient Party that receives Proprietary Materials of the other Party hereby agrees that that: (a) it shall not use such Proprietary Materials for any purpose other than exercising to exercise its rights or performing perform its obligations under this Agreementhereunder; (b) it shall use such Proprietary Materials only in compliance with Article 8 and all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring transferring Party, except as expressly permitted by this Agreementhereby; (d) the Recipient receiving Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring transferring Party; and (e) upon at the expiration or termination end of the Research Program TermDevelopment Program, the Recipient receiving Party shall, if and as instructed by the Transferring Partytransferring Party and as further provided in Article 8, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From For the purpose of facilitating the conduct of the Development Program, from time to time during the Research Program TermTerm after the Discovery Results Meeting, either each Party (the “Transferring Party”) may shall supply the other Party (the “Recipient Party”) ), at its sole expense, with Proprietary Materials of the Transferring Party for use in the Research ProgramDevelopment Program as specified in the Development Plan. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreementhereunder; (b) it shall use such Proprietary proprietary Materials only in compliance alliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, ; except as expressly permitted by this Agreementhereby; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Term, either in addition to the supply of reagent kits as set forth in Section 3.1(iii), each Party (the “Transferring Party”) may shall supply the other Party (the “Recipient Party”) ), at its sole expense, with Proprietary Materials of the Transferring Party for use in the Research ProgramDevelopment Program as specified in the Development Plan. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreementhereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Lawsapplicable laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreementhereby; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring PartyParty except as expressly set forth herein; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring transferring Party”) may supply the other Party (the “Recipient recipient Party”) with its Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient the recipient Party hereby agrees that (ai) it shall not use such Proprietary Materials for any purpose other than exercising its any rights granted to it or performing its obligations under this Agreementreserved by it hereunder; (bii) it shall use such the Proprietary Materials only in compliance with all Applicable Lawsapplicable, federal, state, and local laws and regulations; (ciii) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring transferring Party, except as expressly permitted by this Agreementhereby; (div) the Recipient transferring Party shall not acquire any right, title or interest in or to retain full ownership of all such Proprietary Materials as a result of such supply by the Transferring PartyMaterials; and (ev) upon the expiration or termination of the Research Program Termthis Agreement, the Recipient recipient Party shall, if and as instructed by shall at the Transferring Party, instruction of the transferring Party either destroy or return any such Proprietary Materials that which are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program TermCollaboration Period, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreement; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreement; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program TermCollaboration Period, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the a “Transferring Party”) may supply the other Party (the a “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program. In connection therewith, each Recipient Party hereby agrees that that: (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreementhereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted by this Agreementhereby; (d) the Recipient Party it shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program Term, the Recipient Party it shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.. Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 30/136

Supply of Proprietary Materials. From time to time during the Research Program Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Development Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations under this Agreementhereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for (i) the transfer of Products for use in Clinical Trials or (ii) in a Permitted Transaction or for Permitted Preclinical Research or as otherwise expressly permitted by this Agreementhereby; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Research Program TermDevelopment Program, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.