Transfer and Use Sample Clauses

Transfer and Use. XENOGEN shall transfer to RECIPIENT the Bioware™ living cell/strain lines listed on Exhibit A attached hereto in the quantities specified in Appendix A (the “Materials”) for use by RECIPIENT solely in internal drug discovery and/or preclinical drug development research. XENOGEN will transfer the Materials to RECIPIENT as soon as practicable following the Effective Date. As used herein, the term “Materials” includes the original materials transferred to RECIPIENT, as well as any Derivatives, Progeny, or improvements thereof. As used herein, the term “Progeny” shall mean and refer to both unmodified descendents and modified descendents of the Materials that occur as a result of a naturally occurring mutation or other spontaneous process. The term “Derivative” shall mean a substance that is directly or indirectly derived from the Materials or any Progeny thereof, including, without limitation, a product expressed by or generated from the Materials or Progeny. For the avoidance of doubt, a “Derivative” shall not include any pharmaceutical products (or any predecessor substances of such products) of RECIPIENT even if Materials are utilized in studies by RECIPIENT to evaluate such pharmaceutical product; provided that such pharmaceutical product does not contain any substance or material obtained from the Materials.
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Transfer and Use. XENOGEN shall transfer to RECIPIENT a quantity of the specific LPTA™ transgenic animals model listed on Exhibit A attached hereto (the “Materials”) for use by RECIPIENT solely in internal drug discovery and/or preclinical drug development research. XENOGEN will transfer the Materials to RECIPIENT as soon as practicable following the Effective Date. As used herein, the term “Materials” includes the original materials transferred to RECIPIENT, as well as any Derivatives or improvements thereof. As used herein, the term “Derivative” shall mean a substance that is directly or indirectly derived from the Materials, including, without limitation, a product expressed by or generated from the Materials. For the avoidance of doubt, a “Derivative” shall not include any pharmaceutical products (or any predecessor substances of such products) of RECIPIENT even if Materials are utilized in studies by RECIPIENT to evaluate such pharmaceutical product; provided that such pharmaceutical product does not contain any substance or material obtained from the Materials.
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Transfer and Use. Licensee may request during the Term, and subject to availability Xenogen will provide (and license for use), any of the Bioware identified in Exhibit A, or other models that are offered commercially by Xenogen, at the Authorized Site solely for use in the Field on behalf of Licensee or in connection with a Collaboration according to the terms and conditions herein. Xenogen will deliver such Bioware to Licensee as soon as practicable following receipt of Licensee’s applicable request or purchase order. Licensee may propagate the Bioware received hereunder, as well as Progeny and Derivatives thereof, solely for the purpose of creating additional quantities for Licensee’s use as permitted hereunder. Licensee acknowledges that the Bioware, Bioware Progeny and Bioware Derivatives (collectively, “Bioware Materials”) are experimental in nature and may have unknown characteristics. Xenogen will advise Licensee promptly of any hazards it determines may apply to any of the Bioware and appropriate precautions to be taken in connection therewith. Licensee therefore agrees to use prudence and all reasonable care in the use, handling, storage, transportation and disposition and containment of the Bioware Materials and to maintain them under suitable containment conditions in compliance with all applicable national, state and local laws, regulations, rules and ordinances.
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Transfer and Use. The Parties shall mutually agree on the method for packaging and delivering Chicago Labs Materials, and Chicago Labs transferring its materials to Spectrum which shall bear all costs of generating, preparing, packaging and delivering such materials. Each Party understands and agrees that Chicago Labs Materials may have unpredictable and unknown biological and/or chemical properties and that they are to be used with caution. Spectrum, its Affiliates and sublicensees will use Chicago Labs Materials subject to the terms of this Agreement, and in material compliance with applicable laws and regulations, including but not limited to, any laws or regulations relating to the research, testing, production, storage, transportation, export, packaging, labeling or other authorized use of such materials.
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Transfer and Use. The Parties shall mutually agree on the method for packaging and delivering Materials to Spectrum. Each Party understands and agrees that Materials may have unpredictable and unknown biological and/or chemical properties and that they are to be used with caution. Spectrum, its Affiliates and sublicensees will use the Materials subject to the terms of this Agreement, and in material compliance with applicable laws and regulations, including but not limited to, any laws or regulations relating to the research, testing, production, storage, transportation, export, packaging, labeling or other authorized use of such Materials.
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Related to Transfer and Use

  • Transfer and Replacement This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company in accordance with Section 5.1 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Warrant, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than income taxes and stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws and except after providing evidence of such compliance reasonably satisfactory to the Company.

  • Transfer and Registration Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the Company, wholly or in part, in person or by attorney, upon surrender of this Warrant properly endorsed, with signature guaranteed. This Warrant shall be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer is made shall be entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and the Holder of this Warrant shall be entitled to receive a new Warrant or Warrants as to the portion hereof retained.

  • Transfer and Ownership of Warrants (1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto and (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

  • Transfer and Servicing Agreement The Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, among the Bank, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, as amended.

  • Transfer and Repurchase (a) The Transfer Agent shall process all requests to transfer or redeem Shares in accordance with the transfer or repurchase procedures set forth in the Funds' Prospectus.

  • Ownership Transfer and Substitution of Warrants The Company may treat the Person in whose name this Warrant is registered on the register kept at the principal executive office of the Company as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Section 3, a Warrant, if properly assigned, may be exercised by a new Holder without first having a new Warrant issued.

  • Registration of Transfer and Exchange of Certificate The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate as herein provided. Wilmington Trust Company shall be the initial Certificate Registrar. The Certificate Registrar shall provide the Trust Collateral Agent and the Trustee with the name and address of the Certificateholder (if other than the Depositor) on the Closing Date. Upon any transfers of the Certificate, the Certificate Registrar shall notify the Trust Collateral Agent and the Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. The Trust Collateral Agent and the Trustee shall be entitled to fully rely on the most recently provided Certificateholder information with no liability therefor. Upon surrender for registration of transfer of the Certificate at the office or agency maintained pursuant to Section 3.7, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Certificate dated the date of authentication by the Owner Trustee or any authenticating agent. A Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificate. Notwithstanding the foregoing, no sale or transfer of a Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of Certificateholders to more than ninety-nine (99). For purposes of determining the total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust, S corporation or other flow-through entity that owns, directly or through other flow-through entities, a Certificate is treated as a holder of a Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the flow-through entity is attributed to the flow-through entity’s interest in the Certificate and (ii) a principal purpose of the use of the flow-through entity to hold the Certificate is to satisfy the 99 holder limitation set out above.

  • Transfer and Encumbrance The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) days after Tenant’s receipt of an invoice from Landlord therefor.

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