THIRD PARTY RESEARCH AGREEMENTS Clause Samples

THIRD PARTY RESEARCH AGREEMENTS. The Parties shall, through the Collaboration Committee or its designees, agree upon and co-ordinate Material transfer agreements and collaboration agreements with Third Parties (excluding Third Party subcontractors) to the extent such agreements relate to the Research or Development of Antibody Products or BEER or involve the use of Antibody Products or BEER, in a manner so as to conserve the available quantities of the Parties’ Materials and to avoid compromise of the Parties’ abilities to fulfil their obligations and responsibilities under this Agreement, and with a view toward maintaining access to relevant intellectual property rights. Notwithstanding the above, other than with respect to Antibody Products, neither Party may transfer the other Party’s Materials to any such Third Parties, without the express written consent of the other Party.

THIRD PARTY RESEARCH AGREEMENTS. The Parties shall, through the Steering Committee, agree upon and coordinate Third Party material transfer agreements and collaboration agreements with academic or governmental research institutions related to the Development of Collaboration Products or involving the use of Collaboration Products, in a manner so as to conserve the available quantities of the Parties' research materials and to avoid compromise of the Parties' abilities to fulfill their responsibilities under the Program Plan and so as to maintain access to relevant intellectual property rights. The form of any such Third Party material transfer agreement or collaboration agreement shall be agreed upon by the Parties. Notwithstanding the above, other than with respect to Collaboration Products, neither Party may transfer the other Party's Materials to any such academic or governmental research institution, without the express written consent of the other Party. In the event any invention or know-how resulting from such material transfer agreement or collaboration agreement has applicability outside the scope of this Agreement, and both Parties desire to have access to such invention or know-how for uses outside the scope of this Agreement, the Parties shall ensure that they each have the opportunity to separately license the rights to such invention or know-how.

THIRD PARTY RESEARCH AGREEMENTS. (a) Biogen acknowledges that, as of the Effective Date, Elan has certain existing material transfer agreements and collaboration agreements involving use of Licensed Product with academic investigators or governmental research institutions ("Third Party Research Agreements"). The Third Party Research Agreements involving transfer of Antegren executed during the last three (3) years are as listed in Schedule 4.8. Each Party acknowledges that the other Party is required to fulfill its respective commitments under such Third Party Research Agreements. Such commitments may CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. include providing investigators with research quantities of Antegren or, as applicable, other Licensed Product for research purposes. Each Party agrees that, to the extent required by the applicable Third Party Research Agreement, the other Party may continue its existing commitments under such Third Party Research Agreements for up to one year from the Effective Date, or as agreed upon by the Joint Project Team, so long as no such commitments hinder a Party's ability to fulfill its responsibilities under the Development Plan or any Annual Workplan/Budget. Consistent with the responsibilities set forth in this Agreement, and with the consent of the appropriate Third Party, if required, each Party agrees promptly to provide the other Party with all data, reports and information related to the Licensed Product in the Field that such Party receives under such Third Party Research Agreements. After the Effective Date, the Parties shall, through the Joint Project Team, agree upon and coordinate subsequent Third Party material transfer and collaboration agreements with academic or governmental research institutions related to Development of Licensed Product or involving the use of Licensed Product, and amendments or extensions of the existing Third Party Research Agreements in a manner so as to conserve the available quantities of the Parties' research materials and to avoid compromise of the Parties' abilities to fulfill their responsibilities under the Development Plan or any Annual Workplan/Budget and with a view toward maintaining access to relevant intellectual property rights. Any such subsequent Third Party agreements shall be in a form of a "Material Transfer Agreement" and/or a "Collaboration Agreement" to be agreed upon by the Parties. (b) In the event t...