Common use of Supply of Proprietary Materials Clause in Contracts

Supply of Proprietary Materials. From time to time during the 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 Development and/or the Backup Compound Research Program. In connection therewith, the Recipient Party hereby agrees that (a) it and its Affiliates shall not use such Proprietary Materials for any purpose other than exercising any rights granted to it or reserved by it hereunder or for performing its obligations hereunder; (b) it and its Affiliates shall use such Proprietary Materials only in compliance with all Applicable Law; (c) it and its Affiliates shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted hereby and except in connection with the exercise of any rights granted to the Recipient Party or reserved by it hereunder; (d) as between the Transferring Party and the Receiving Party, the Transferring Party shall retain full ownership of all such Proprietary Materials, subject to any licenses granted by the Transferring Party to the Recipient Party pursuant to this Agreement; and (e) upon the expiration or termination of this Agreement, the Recipient Party shall, at the instruction of the Transferring Party, either destroy or return any such Proprietary Materials which are not the subject of the grant of a continuing license hereunder. In addition, each of Paratek and WCCI agrees that, during the Term, neither Party nor any of their respective Affiliates shall transfer to any Third Party, without the approval of the other Party, any Proprietary Materials that constitute or are part of Joint Technology.

Supply of Proprietary Materials. From time to time during the Research Program Term and any Additional Research Program Term, either Party (the “Transferring transferring Party”) may supply the other Party (the “Recipient recipient Party”) with Proprietary Materials of the Transferring transferring Party for use in the Development and/or Research Program or an Additional Research Program (as the Backup Compound Research Programcase may be). In connection therewith, the Recipient each recipient Party hereby agrees that (a) it and its Affiliates shall not use such Proprietary Materials for any purpose other than exercising any its rights granted to it or reserved by it hereunder or for performing its obligations hereunder; (b) it and its Affiliates shall use such Proprietary Materials only in compliance with all Applicable LawLaws; (c) it and its Affiliates 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, in the case of Targacept, except for any transfer to a Third Party engaged by a Party to perform services in the Research Program; provided that in no event shall such Proprietary Materials be transferred to a Third Party unless that Third Party has entered into a Confidentiality Agreement and except in connection with the exercise of any rights granted a Material Transfer Agreement reasonably acceptable to the Recipient Party or reserved by it hereundertransferring Party; (d) as between the Transferring Party and the Receiving Party, the Transferring recipient Party shall retain full ownership of all not acquire any right, title or interest in or to such Proprietary Materials, subject to any licenses granted Materials as a result of such supply by the Transferring Party to the Recipient Party pursuant to this Agreementtransferring Party; and (e) upon the expiration or termination of this Agreementthe Research Program Term, or if there is an Additional Research Program, with respect to the Compound that is the subject thereof, upon the expiration or termination of the Tail Period, the Recipient recipient Party shall, at if and as instructed by the instruction of the Transferring Party, either destroy or return any such Proprietary Materials which that are not the subject of the grant of a continuing license hereunder. In additionFor purposes of this Section 4.10, each of Paratek and WCCI agrees that, during the Term, neither Party nor any of their respective Affiliates shall transfer to any Third Party, without the approval of the other Party, any Proprietary Materials that constitute or are part with respect to Collaboration Compounds and Candidate Drugs shall be deemed Proprietary Materials of Joint TechnologyAstraZeneca.

Supply of Proprietary Materials. From time to time during the 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 Development and/or the Backup Compound Research Program. In connection therewith, the Recipient Party hereby agrees that (a) it and its Affiliates shall not use such Proprietary Materials for any purpose other than exercising any rights granted to it or reserved by it hereunder or for performing its obligations hereunder; (b) it and its Affiliates shall use such Proprietary Materials only in compliance with all Applicable Law; (c) it and its Affiliates shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted hereby and except in connection with the exercise of any rights granted to the Recipient Party or reserved by it hereunder; (d) as between the Transferring Party and the Receiving Party, the Transferring Party shall retain full ownership of all such Proprietary Materials, subject to any licenses granted by the Transferring Party to the Recipient Party pursuant to this Agreement; and (e) upon the expiration or termination of this Agreement, the Recipient Party shall, at the instruction of the Transferring Party, either destroy or return any such Proprietary Materials which are not the subject of the grant of a continuing license hereunder. In addition, each of Paratek and WCCI agrees that, during the Term, neither Party nor any of their respective Affiliates shall transfer to any Third Party, without the approval of the other Party, any Proprietary Materials that constitute or are part of Joint Technology. ARTICLE 4 : COMMERCIALIZATION OF PRODUCTS 4.1.

Supply of Proprietary Materials. From time to time during To the Term, extent that either Party (the “Transferring Party”) may supply supplies the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Development and/or the Backup Compound Research Program. In connection therewithFeasibility Study, the each Recipient Party hereby agrees that (a) it and its Affiliates shall not use such Proprietary Materials for any purpose other than exercising any its rights granted to it or reserved by it hereunder or for performing its obligations hereunderunder this Agreement; (b) it and its Affiliates shall use such Proprietary Materials only in compliance with all Applicable LawLaws; (c) it and its Affiliates shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except as expressly permitted hereby by this Agreement; provided, however, that Lilly may transfer such Proprietary Materials under a material transfer agreement or equivalent agreement to (x) bona fide collaborators as part of a research collaboration where work is being done primarily for Lilly’s benefit and except in connection with the exercise of any rights granted (y) contractors for services related to the Recipient Proprietary Materials; provided further, however, that each such agreement under (x) and (y) states that the Proprietary Materials may not be transferred to another Third Party or reserved by it hereunderand are otherwise subject to the other terms and conditions of this Agreement to the benefit of Archemix; (d) as between the Transferring Party and the Receiving Party, the Transferring Recipient Party shall retain full ownership of all not acquire any right, title or interest in or to such Proprietary Materials, subject to any licenses granted Materials as a result of such supply by the Transferring Party to the Recipient Party pursuant to this AgreementParty; and (e) upon the expiration or termination of this Agreementthe Feasibility Study Term, the Recipient Party shall, at the instruction of if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials which that are not the subject of the grant of a continuing license hereunder. In addition, each of Paratek and WCCI agrees that, during the Term, neither Party nor any of their respective Affiliates shall transfer to any Third Party, without the approval of the other Party, any Proprietary Materials that constitute or are part of Joint Technology.

Supply of Proprietary Materials. From time to time during the 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 Development and/or the Backup Compound Research Program. In connection therewith, the each Recipient Party hereby agrees that (a) it and its Affiliates shall not use such Proprietary Materials for any purpose other than exercising any its rights granted to it or reserved by it hereunder or for performing its obligations hereunder; (b) it and its Affiliates shall use such Proprietary Materials only in compliance with all Applicable LawLaws; (c) it and its Affiliates 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 Trails or (ii) in a Permitted Transaction or for Permitted Preclinical Research or as otherwise expressly permitted hereby and except in connection with the exercise of any rights granted to the Recipient Party or reserved by it hereunderhereby; (d) as between the Transferring Party and the Receiving Party, the Transferring Recipient Party shall retain full ownership of all not acquire any right, title or interest in or to such Proprietary Materials, subject to any licenses granted Materials as a result of such supply by the Transferring Party to the Recipient Party pursuant to this AgreementParty; and (e) upon the expiration or termination of this Agreementthe Development Program, the Recipient Party shall, at the instruction of if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials which that are not the subject of the grant of a continuing license hereunder. In addition, each Portions of Paratek this Exhibit were omitted and WCCI agrees that, during have been filed separately with the Term, neither Party nor any of their respective Affiliates shall transfer to any Third Party, without the approval Secretary of the other PartyCommission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, any Proprietary Materials that constitute or are part of Joint Technologyas amended.

Supply of Proprietary Materials. From time to time during the TermTerm of this Agreement, either Party (the “Transferring PartyTransferor”) may supply the other Party (the “Recipient PartyRecipient”) with its Proprietary Materials of to the Transferring Party for use extent the parties, the JDMC or the relevant committee reasonably believe that such Proprietary Materials would be useful in the Development and/or and Marketing Program or to the Backup Compound Research Programextent such Proprietary Materials are required to be so provided pursuant to any Program Plan. In connection therewith, the Recipient Party hereby agrees that (a) it and its Affiliates shall not use such Proprietary Materials for any purpose other than exercising any rights or fulfilling any obligations granted to it or reserved by it hereunder or for performing its obligations hereunder; (b) it and its Affiliates shall use such the Proprietary Materials only in compliance with all Applicable Lawapplicable, federal, state, and local laws and regulations; (c) it and its Affiliates shall not transfer any such Proprietary Materials to any Third Party for use without the prior written consent of the Transferring PartyTransferor, except as expressly permitted hereby and except in connection with the exercise of any rights granted to the Recipient Party or reserved by it hereunderhereby; (d) as between the Transferring Party and the Receiving Party, the Transferring Party Transferor shall retain full ownership of all such Proprietary Materials, subject to any licenses granted by the Transferring Party to the Recipient Party pursuant to this Agreement; and (e) upon the expiration or termination of this Agreement, the Recipient Party shall, shall at the instruction of the Transferring Party, Transferor either destroy or return any such Proprietary Materials which are not the subject of the grant of a continuing license hereunder. In addition, each of Paratek Palatin and WCCI King agrees that, during the Term, Development and Marketing Program neither Party nor any of their respective Affiliates shall transfer to any Third Party, without the approval of the other Party, any Proprietary Materials that constitute or are part of Joint Technology, including without limitation any tangible embodiments thereof.