Transfer of Biological Materials Sample Clauses

Transfer of Biological Materials. Subject to any pre-existing restrictions imposed on it, CU shall promptly provide to USB any and all biological materials in its possession necessary to utilize the Licensed Patents and shall permit USB and its sublicensee RPI to use those materials in further research, development and commercialization of that technology and the exercise of its rights under this Agreement.
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Transfer of Biological Materials. 12.1 SKI shall transfer to LICENSEE two sets of samples from patients participating in the SKI Clinical Trial. The first set of samples will be serum drawn at multiple designated time points and transferred to LICENSEE for determination of antibody titers to each of the five antigens in the vaccine. The second set of samples will be 100 ml’s of blood drawn at one designated time point from each eligible patient participating in the SKI Clinical Trial and transferred to LICENSEE according to LICENSEE’s instructions. LICENSEE agrees to perform serology on each of these blood draws and provide SKI a copy of its serology results, which SKI can use for any purpose. 12.2 SKI makes no warranty that the SKI Clinical Trial will yield Biological Material Derived Antibodies. SKI shall not liable to LICENSEE if SKI Clinical Trial does not yield Biological Material Derived Antibodies. 12.3 LICENSEE agrees that its use of the Biological Material shall be for the performance of the Development Program only. 12.4 LICENSEE may not transfer the Biological Material to a third party without the prior written permission of SKI except that LICENSEE may transfer the Biological Material to a third party that is specifically engaged by agreement to perform Development Program activities on LICENSEE’s behalf. All third party uses and users of the Biological Material shall comply with the relevant terms of this agreement. 12.5 LICENSEE agrees to comply with all governmental and National Institutes of Health regulations and guidelines which are applicable to the LICENSEE’s use of the Biological Materials, Since not all of the Biological Materials’ characteristics are known, they should be used with caution and prudence. 12.6 SKI will make all attempts to ensure that any information revealing the identity of the patients contributing the samples sent as Biological Material will be removed. XXXXXXXX agrees to make best efforts to erase and remove any such identifying information that may remain despite SKI’s precautions.
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Transfer of Biological Materials a. VIREXX shall transfer to PSC and PSC shall receive from VIREXX a sample of the Material as described in Exhibit A. The Material shall remain the property of VIREXX. b. Unless otherwise approved in writing by VIREXX, PSC shall: (i) use the Material solely for the purpose of performing the Project (and for no other purpose) at PSC’s own facilities; (ii) not supply the Material to any third party; (iii) not use the Material in humans or in animals; (iv) not modify the Material (whether chemically, biologically or otherwise); nor (v) use the Material (or use, disclose or license the results acquired through the use of the Material) to support the Commercialization of any commercial product containing the Material other than the Product. c. PSC shall comply with all applicable federal, state and local laws, rules and regulations regarding the Material and its handling, storage, delivery and disposal. PSC shall promptly disclose to VIREXX the nature and extent of any violation of such laws, rules or regulations and any corrective or curative action taken in response thereto. d. PSC UNDERSTANDS THAT THE MATERIAL SUPPLIED HEREUNDER BY VIREXX IS SUPPLIED “AS IS,” THAT THE MATERIAL IS EXPERIMENTAL IN NATURE AND IS SUPPLIED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. f. Upon expiration or termination of this Agreement, all unused supplies of the Material shall be properly disposed of or returned to VIREXX, at VIREXX’s election and at VIREXX’S expense.
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Transfer of Biological Materials. 3.1 During the term of this Agreement, Rockefeller may provide samples of Biological Material to academic investigators at academic institutions that are not affiliated with a commercial entity (a “Material Transfer”); provided, however, that any Material Transfer shall be subject to prior written approval by Amgen, which approval will not be unreasonably withheld, and shall be made under the terms and conditions of the Material Transfer Agreement attached hereto as Exhibit ‘B”. Upon deciding to be a party to a Material Transfer, Rockefeller shall provide at least thirty (30) days prior written notice to Amgen, such written notice indicating the name and address of the proposed recipient and the intended use of the Biological Material. Amgen agrees to provide a written response to each such notice within thirty (30) days of receipt by Amgen. It is the purpose of this procedure to enable Amgen to determine whether each Material Transfer is consistent with Amgen’s ongoing development program. Without limiting the foregoing, any Material Transfer to any employee of the Xxxxxx Xxxxxx Medical Institute shall be accomplished by full execution of a Material Transfer Agreement in the form of Exhibit “B” and further shall be subject to representations by Xxxxxx Xxxxxx Medical Institute (i) that the transferee of Biological Material has not and shall not enter into a collaboration agreement with any commercial entity in the Field and (ii) that no consulting agreement executed by the transferee of the Biological Material shall provide for transfer of any information or rights relating to the Biological Material to a commercial entity; but, notwithstanding anything in this Subparagraph 3.1 to the contrary, such Material Transfer shall not be subject to the prior approval of either Party. Any rights that Rockefeller may obtain through a Material Transfer shall be subject to the terms and conditions of this Agreement. Copies of any executed Material Transfer Agreement, any written reports or proposed publications submitted by Institution to Rockefeller thereunder, and any notification of an invention or discovery thereunder, shall be promptly provided to Amgen by Rockefeller. 3.2 In the event that Rockefeller receives any request for Biological Material from a commercial entity, Amgen shall decide, in its sole discretion after considering any recommendations by Rockefeller, whether to provide samples of Biological Materials to such commercial parties. Any and all Biolog...
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Transfer of Biological Materials. SANQUIN retains ownership of all SANQUIN biological materials transferred to LEVPHARMA. Upon termination of this Agreement, LEVPHARMA agrees to dispose of SANQUIN biological materials as directed
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Transfer of Biological Materials 
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Related to Transfer of Biological Materials

  • Transfer of Materials To facilitate the conduct of activities under the Research Plan or an Additional Research Plan, as applicable, either Party (the “Transferor Party”) may, at its election, provide Materials to the other Party (the “Transferee Party”) solely as mutually agreed by the Parties or as set forth in the Research Plan or any Additional Research Plan. All such Materials (a) will remain the sole property of the Transferor Party, (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Party’s obligations under this Agreement, (c) except as provided in the Research Plan or Additional Research Plan or as otherwise agreed by the Parties, (i) will remain solely under the control of the Transferee Party, (ii) will not be used or delivered by the Transferee Party to or for the benefit of any Third Party, and (iii) will not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that the Transferor Party has identified in a written notice to the Transferee Party as being necessary for the Transferor Party to comply with its obligations to Third Parties with respect to the applicable Material, which notice is provided at or prior to the delivery of such Materials to the Transferee Party. Without limitation to ARTICLE 7, all Materials supplied under this Section 2.1.9 are supplied “as is”, with no warranties of fitness for a particular purpose, and must be used with prudence and appropriate caution in any experimental work, as not all of their characteristics may be known. Following the completion of the activities for which the applicable Materials were supplied under this Section 2.1.9 or upon the Transferor Party’s earlier request, the Transferee Party will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided by the Transferor Party that are unused; provided that Vertex will have the right to retain and continue to use any Materials provided by Company that Vertex has the right to Exploit under the license granted to Vertex pursuant to Section 4.1.1.

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital. 2. When measures are taken with regard to technology transfer, the legitimate interests of the intellectual property right holders shall be protected.

  • Promotional Materials In the event that the Fund or the Adviser makes available any promotional materials related to the Securities or the transactions contemplated hereby intended for use only by registered broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain, or will cause to be installed and maintained, pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than registered broker-dealers and registered representatives thereof.

  • Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.

  • Instructional Materials A. The Board recognizes that appropriate texts, library reference facilities, maps and globes, laboratory equipment, audio-visual equipment, art supplies, athletic equipment, current periodicals, standard tests and questionnaires, computers, and similar materials are the tools of the teaching profession. B. Efforts shall be continued to seek and use instructional materials which reflect the contribution and presence of diverse ethnic and cultural groups. C. 1. Selection of instructional materials for each school shall be made by a committee of teachers chosen by the faculty within that school.

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

  • Transfer of License Notwithstanding the provisions of conditions 13.1 and 13.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Transfer or Deletion of Student Data The Provider shall review, on an annual basis, whether the Student Data it has received pursuant to the DPA continues to be needed for the purpose(s) of the Service Agreement and this DPA. If any of the Student Data is no longer needed for purposes of the Service Agreement and this DPA, the Provider will provide written notice to the LEA as to what Student Data is no longer needed. The Provider will delete or transfer Student Data in readable form to the LEA, as directed by the LEA (which may be effectuated through Exhibit D of the DPA), within 30 calendar days if the LEA requests deletion or transfer of the Student Data and shall provide written confirmation to the LEA of such deletion or transfer. Upon termination of the Service Agreement between the Provider and LEA, Provider shall conduct a final review of Student Data within 60 calendar days. If the LEA receives a request from a parent, as that term is defined in 105 ILCS 10/2(g), that Student Data being held by the Provider be deleted, the LEA shall determine whether the requested deletion would violate State and/or federal records laws. In the event such deletion would not violate State or federal records laws, the LEA shall forward the request for deletion to the Provider. The Provider shall comply with the request and delete the Student Data within a reasonable time period after receiving the request. Any provision of Student Data to the LEA from the Provider shall be transmitted in a format readable by the LEA.

  • Transfer of Data The Participant consents to the Company or any Affiliate thereof processing data relating to the Participant for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data relating to the Participant. The Company may make such information available to any Affiliate thereof, those who provide products or services to the Company or any Affiliate thereof (such as advisers and payroll administrators), regulatory authorities, potential purchasers of the Company or the business in which the Participant works, and as may be required by law.

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