Common use of Transfer of Materials Clause in Contracts

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 Materials. 3.5.1 To facilitate the conduct of activities under the Research Plan or an Additional Research each Early Development Plan, as applicable, either Party : (the “Transferor Party”a) Sanofi may, at its election, provide Materials to Kymera to facilitate Kymera’s Development activities under the other Party Early Development Plan (in which case the “Transferee Party”) solely as mutually agreed by the Parties or as set forth transfer of such Materials shall be specified in the Research Early Development Plan or any Additional Research Plan. All the minutes of the JRDC), and (b) Kymera will provide to Sanofi reasonable quantities of such Materials as are reasonably necessary to permit Sanofi to conduct [***]. 3.5.2 All Materials transferred pursuant to this Section 3.5 (a) will remain the sole property of the Transferor Partysupplying Party (it being understood that jointly-owned Materials will remain jointly-owned, notwithstanding any physical transfer between the Parties), (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee receiving Party’s obligations or exercise of rights 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 receiving Party, (iid) will not be used or delivered by the Transferee receiving Party to or for the benefit of any Third Party (other than a permitted Subcontractor or Sublicensee) without the prior written consent of the supplying Party, and (iiie) will not be used in research or testing involving human subjects, unless expressly agreed in writing. The receiving Party will use the Materials in compliance with Applicable Laws and (d) the terms and conditions of this Agreement, and will not reverse engineer or chemically analyze such Materials, except as specified in the Early Development Plan. 3.5.3 Any intellectual property generated by or on behalf of either Party in connection with the use of Materials transferred pursuant to this Section 3.5 will be subject to all additional restrictions and obligations that governed by the Transferor Party has identified in a written notice following: (a) Subject to the Transferee licenses granted under Article 10, the supplying Party will solely own all right, title and interest in and to any data, information, results and reports generated by or on behalf of either Party directly from the use of any transferred Materials that comprise Collaboration Compounds, Collaboration Candidates or Licensed Products, solely within any MTA Development Studies permitted and conducted under Section 3.5.1, and such data, information, results and reports will be shared with the supplying Party via the JRDC; (b) Except 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 7set forth in Section 3.5.3(a), all intellectual property created, conceived or generated by or on behalf of either Party using Collaboration Compounds, Collaboration Candidates or Licensed Products under this Agreement in connection with the MTA Development Studies will be governed by the provisions of this Agreement, including Article 10 and Article 12. 3.5.4 All Materials supplied under this Section 2.1.9 3.5 are supplied “as is”, with no warranties of fitness for a particular purpose, 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 The receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the activities Materials. Except as otherwise set forth in this Agreement, the supplying Party will not be liable to the receiving Party for which any loss, claim or demand made by the applicable receiving Party, or made against the receiving Party by any Third Party, due to or arising from the use of the Materials were supplied under this Section 2.1.9 Agreement, except to the extent such loss, claim or upon demand is caused by the Transferor gross negligence or willful misconduct of the supplying Party’s earlier request. 3.5.5 For clarity, the Transferee Party transfer of any material owned or Controlled by Sanofi other than Materials will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided be governed 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 4.1.1a to-be-negotiated material transfer agreement.

Transfer of Materials. To facilitate the conduct of activities under each Collaboration Program, each Party shall provide any Materials required by the Research applicable Development Plan or an Additional Research Plan, as applicable, either Party (the “Transferor Party”) may, at its election, provide Materials to be transferred to the other Party (and may provide to the “Transferee other Party certain other Materials. Prior to the commencement by either Party of any Development activities with respect to a Collaboration Program, the other Party shall transfer to such Party”) solely as mutually agreed by the Parties or , within a reasonable timeframe, all Materials reasonably required and as set forth in the Research applicable Development Plan in order to conduct such Development activities. Prior to the commencement of Manufacturing of any Licensed Product by Biogen, AGTC shall transfer to Biogen, at Biogen’s request, any Materials specific to a Licensed Product and reasonable quantities of Materials that are not specific to a Licensed Product but that are used by AGTC or any Additional Research Planits Affiliates or Subcontractors in the Manufacture of such Licensed Product that are necessary or useful to enable Biogen to practice its license and rights under this Agreement. All such Subject to Section 12.1.1 and Section 12.1.2, all Materials (a) will shall remain the sole property of the Transferor supplying Party, (b) will shall be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Party’s obligations or exercise of rights 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 Agreement and solely under the control of the Transferee receiving Party, (ii) will shall not be used or delivered by the Transferee receiving Party to or for the benefit of any Third Party (other than a permitted Subcontractor) without the prior written consent of the supplying Party, and (iii) will and, except with respect to any Materials provided by one Party to the other Party hereunder for use in a Clinical Trial, shall 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 Partyunless expressly agreed. Without limitation to ARTICLE 7, all All Materials supplied under this Section 2.1.9 11.3 are supplied “as is”, with no warranties of fitness for a particular purpose, purpose and must be used with prudence and appropriate caution in any experimental work, as since not all of their characteristics may be known. Following the completion The transfer of the activities for which the applicable Materials were supplied under this Section 2.1.9 or upon the Transferor Party11.3 shall be conducted at AGTC’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 4.1.1expense.

Transfer of Materials. 2.9.1 To facilitate the conduct of activities under the Research Plan or an Additional each Research Plan, as applicable, either Party : (the “Transferor Party”a) Sanofi may, at its election, provide Materials to Kymera to facilitate Kymera’s Research activities under the other Party Research Plan (in which case the “Transferee Party”) solely as mutually agreed by the Parties or as set forth transfer of such Materials shall be specified in the Research Plan or any Additional Research Plan. All the minutes of the JRDC), and (b) Kymera will provide to Sanofi reasonable quantities of such Materials as are reasonably necessary to permit Sanofi to [***]. 2.9.2 All Materials transferred pursuant to this Section 2.9 (a) will remain the sole property of the Transferor Partysupplying Party (it being understood that jointly-owned Materials will remain jointly-owned, notwithstanding any physical transfer between the Parties), (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee receiving Party’s obligations or exercise of rights 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 receiving Party, (iid) will not be used or delivered by the Transferee receiving Party to or for the benefit of any Third Party (other than a permitted Subcontractor or Sublicensee) without the prior written consent of the supplying Party, and (iiie) will not be used in research or testing involving human subjects, unless expressly agreed in writing. The receiving Party will use the Materials in compliance with Applicable Laws and (d) the terms and conditions of this Agreement, and will not reverse engineer or chemically analyze such Materials, except as specified in the Research Plan. 2.9.3 Any intellectual property generated by or on behalf of either Party in connection with the use of Materials transferred pursuant to this Section 2.9 will be subject to all additional restrictions and obligations that governed by the Transferor Party has identified in a written notice following: (a) Subject to the Transferee licenses granted under Article 10, the supplying Party will solely own all right, title and interest in and to any data, information, results and reports generated by or on behalf of either Party directly from the use of any transferred Materials that comprise Collaboration Compounds, Collaboration Candidates or Licensed Products, solely within any MTA Research Studies permitted and conducted under Section 2.8 (including [***]), and such data, information, results and reports will be shared with the supplying Party via the JRDC, (b) Except 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 7set forth in Section 2.9.3(a), all intellectual property created, conceived or generated by or on behalf of either Party using Collaboration Compounds, Collaboration Candidates or Licensed Products under this Agreement in connection with the MTA Research Studies will be governed by the provisions of this Agreement, including Article 10 and Article 12. 2.9.4 All Materials supplied under this Section 2.1.9 2.9 are supplied “as is”, with no warranties of fitness for a particular purpose, 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 The receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the activities Materials. Except as otherwise set forth in this Agreement, the supplying Party will not be liable to the receiving Party for which any loss, claim or demand made by the applicable receiving Party, or made against the receiving Party by any Third Party, due to or arising from the use of the Materials were supplied under this Section 2.1.9 Agreement, except to the extent such loss, claim or upon demand is caused by the Transferor gross negligence or willful misconduct of the supplying Party’s earlier request. 2.9.5 For clarity, the Transferee Party transfer of any material owned or Controlled by Sanofi other than Materials will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided be governed 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 4.1.1a to-be-negotiated material transfer agreement.

Transfer of Materials. To facilitate the conduct of activities under the Research Plan or an Additional each Research Plan, as applicableeach Party shall provide any Materials required by such Research Plan to be transferred to the other Party, either and each Party (the “Transferor Party”) may, at its election, may provide Materials to the other Party (certain other Materials at its discretion and free of charge. In connection with the “Transferee Party”) solely as mutually agreed by first transfer of Materials between the Parties, the Parties or as shall enter into a material transfer agreement substantially in the form of Exhibit C (each, a “MTA”), which shall set forth in the Research Plan or any Additional Research PlanMaterial Transmissions Form (as defined in the MTA) attached thereto the type and name of the Material transferred, the amount of the Materials transferred, the date of the transfer of the Materials and the permitted use of the Materials. All such subsequent transfers of Materials shall be pursuant to the executed MTA, which transfer shall be accompanied by a new Material Transmissions Form to the MTA that sets forth the type and name of the Material transferred, the amount of the Materials transferred, the date of the transfer of the Materials and the permitted use of the Materials. All Materials (a) will shall remain the sole property of the Transferor supplying Party and shall be subject to the Third Party restrictions communicated in writing by the supplying Party to the Receiving Party, (b) will shall be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Receiving Party’s obligations or exercise of rights under this Agreement, (c) except as provided in the Research Plan or Additional Research Plan or as otherwise agreed by the Parties, (i) will shall remain solely under the control of the Transferee Receiving Party and its Affiliates and shall not be transferred to any Third Party without the providing Party’s consent, (iid) will shall not be used or delivered by the Transferee Receiving Party to or for the benefit of any Third Party (other than a permitted Subcontractor) or for any purpose outside the scope of this Agreement without the prior written consent of the supplying Party, and (iiie) will shall not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that unless expressly agreed by 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 PartyParties. Without limitation Subject to ARTICLE 7XIII, all Materials supplied under this Section 2.1.9 2.13 are supplied “as is”, with no warranties of fitness for a particular purpose, purpose and must be used with prudence and appropriate caution in any experimental work, as since not all of their characteristics may be known. Following the completion of the activities for which the applicable The Materials were supplied under this Section 2.1.9 or upon the Transferor Party’s earlier request, the Transferee provided to a Party will either destroy or return shall be returned to the Transferor Partyproviding Party or destroyed, at in the Transferor providing Party’s sole discretion, all upon the expiration of the Research Term or upon the discontinuation of the use of such 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(whichever occurs first).

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 (including 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 of 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 Plan, or as otherwise agreed by the PartiesTransferor Party in writing, (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, 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 2.1.10 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 Except in the case of Vertex as the Transferee Party with respect to any Materials provided by Company that Vertex has the right to Exploit under the license granted in Section 4.1.1(a), following the completion of the activities for which the applicable Materials were supplied under this Section 2.1.9 2.1.10 or upon the Transferor Party’s earlier request, the Transferee Party will shall 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 Materials. To facilitate If either Party is required to transfer to the other Party any Collaboration Materials pursuant to an applicable Research Plan, the terms of this Section 2.7 shall apply. The transferring Party shall provide the other Party with the applicable Collaboration Materials in accordance with the Research Plan. Any Collaboration Materials provided pursuant to the Research Plan shall be accompanied by a material transfer record substantially in the form of Schedule 2.7 (“Material Transfer Record”). Each such Material Transfer Record shall be signed by an authorized representative of the providing Party, and then signed by an authorized representative of the receiving Party and returned to the providing Party. The receiving Party shall use the Collaboration Materials solely to conduct of the activities contemplated under the Research Plan and for no other purpose. The receiving Party shall not sell, transfer, disclose or an Additional Research Planotherwise provide access to the Collaboration Materials without the written consent of the providing Party, as applicable, either except that the receiving Party (may allow access to the “Transferor Party”) may, at its election, provide Collaboration Materials to its Affiliates and its and their respective employees and officers who require such access to perform its activities under this Agreement and solely for purposes consistent with this Agreement; provided that such Affiliates, employees and officers are subject to a written agreement or other legal obligation to retain and use the other Collaboration Materials only in a manner that is consistent with the terms of this Agreement and the applicable Material Transfer Record. The receiving Party (acknowledges 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 experimental nature of the Transferor PartyCollaboration Materials and that, (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment accordingly, not all characteristics 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 Collaboration 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 necessarily 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 The Collaboration 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 this Section 4.1.12.7 are the Confidential Information of that Party. THE COLLABORATION MATERIALS ARE PROVIDED “AS IS.” NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, ARE GIVEN BY THE PROVIDING PARTY WITH RESPECT TO ANY OF THE COLLABORATION MATERIALS, INCLUDING THEIR CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Transfer of Materials. 4.4.3.1 To facilitate the conduct of activities under the Research Plan or an Additional Research Plan, as applicable, either any Collaboration Program: (a) a Party (the “Transferor Party”) may, at its electionelection or as contemplated under any applicable development plan, provide Materials (the “Materials Supplying Party”) to the other Party (the “Transferee Materials Receiving Party”) solely as mutually to facilitate the Development activities for such Collaboration Program (in which case the transfer of such Materials will be in accordance with a materials transfer letter in a format agreed to by the Parties or as set forth in Parties), and (b) the Research Plan or any Additional Research Plan. All Materials Supplying Party will provide to the Materials Receiving Party reasonable quantities of such Materials as are reasonably necessary to permit the Materials Receiving Party to conduct the applicable Development activities for such Collaboration Program. Without limiting the generality of the foregoing, under such materials transfer letter, the Parties have agreed that Wave will provide GSK with [***]. 4.4.3.2 All Materials transferred pursuant to this Section 4.4.3 (Transfer of Material) (a) will remain the sole property of the Transferor PartyMaterials Supplying Party (it being understood that jointly-owned Materials will remain jointly-owned, notwithstanding any physical transfer between the Parties), (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Materials Receiving Party’s obligations or exercise of rights 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 Materials Receiving Party, (iid) will not be used or delivered by the Transferee Materials Receiving Party to or for the benefit of any Third PartyParty (other than a subcontractor or Sublicensee) without the prior written consent of the Materials Supplying Party and, for the avoidance of doubt, consent shall not be required where the Materials are delivered to a member of the Agreed Network (as defined in Section 6.5 (Networks of Third Party Providers)), and (iiie) will not be used in research or testing involving human subjects, unless expressly agreed in writing. The Materials Receiving Party will use the Materials in compliance with Applicable Laws and the terms and conditions of this Agreement, and will not reverse engineer or chemically analyze such Materials, except as specified in the applicable materials transfer letter. 4.4.3.3 Any intellectual property generated by or on behalf of either Party in connection with the use of Materials transferred pursuant to this Section 4.4.3 (dTransfer of Materials) will be subject to all additional restrictions governed by the following: ‑52‑ (a) All intellectual property created, conceived or generated by or on behalf of either Party using Materials will be governed by the provisions of this Agreement, including Sections 7 (Licenses), 8 (Intellectual Property) 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 10 (Confidentiality). 4.4.3.4 All Materials supplied under this Section 2.1.9 4.4.3 (Transfer of Materials) are supplied “as is”, with no warranties of fitness for a particular purpose, 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 The Materials Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the activities Materials. Except as otherwise set forth in this Agreement, the Materials Supplying Party will not be liable to the Materials Receiving Party for which any loss, claim or demand made by the applicable Materials were supplied Receiving Party, or made against the Materials Receiving Party by any Third Party, due to or arising from the use of the Materials under this Section 2.1.9 or upon the Transferor Party’s earlier requestAgreement, the Transferee Party will either destroy or return except to the Transferor Partyextent such loss, at the Transferor Party’s sole discretion, all Materials provided claim or demand is caused by the Transferor Party that are unused; provided that Vertex will have gross negligence or willful misconduct of 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 4.1.1Supplying Party.

Transfer of Materials. To If applicable pursuant to the then current Collaboration Plan and on a Program-by-Program basis, in order to facilitate the conduct of activities contemplated under the Research Plan or an Additional Research Collaboration Plan, as applicable, either one Party (the “Transferor Party”) may, at its election, shall provide Materials to the other Party (the “Transferee Party”) solely as mutually agreed by the Parties or with sufficient quantities of certain physical Materials as set forth in the Research Collaboration Plan or any Additional Research Planand other Materials as such Party may provide from time to time under this Agreement. All Except as otherwise expressly set forth in this Agreement, all such Materials (a) delivered to one Party by the other Party will remain the sole property of the Transferor delivering Party, (b) will be used only as specified in the exercise if Collaboration Plan and shall not be reverse engineered, deconstructed or analyzed in any way except as expressly permitted in the Transferee Party’s rights Collaboration Plan. The receiving Party shall not transfer, deliver or fulfillment disclose any such Materials, or any derivatives, analogs, modifications or components thereof, to any Third Party without the prior written approval of the Transferee other Party’s obligations under this Agreement, (c) except to subcontractors performing any activities as provided contemplated in the Research Collaboration Plan or Additional Research Plan or under written conditions as otherwise agreed by the Partiesrestrictive as those set forth herein, (i) will remain solely under the control of the Transferee Party, (ii) will not be used or delivered by the Transferee Party Sublicensees and to or Regulatory Authorities for the benefit purpose of any Third Party, carrying out the development and (iii) commercialization of Collaboration Compound and Product. The receiving Party will not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that use 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”, Agreement with no warranties of fitness for a particular purpose, and must be used with prudence and appropriate caution in any experimental work, work as not all of their characteristics may be known. Following The delivering Party will provide to the completion other Party the most current material safety data sheet for the Materials upon transfer of any Materials, if available. Roche will deliver Materials to Hookipa under DAP Hookipa Vienna or Hookipa’s designee), Incoterms® 2020. Hookipa will provide to Roche prior to Material deliveries all the necessary import documentation including but not limited to licenses and other permissions. Hookipa will deliver Materials to Roche under DAP (Roche Basel or Roche’s designee), Incoterms® 2020. At the end of the activities Collaboration Term for which the applicable a Program, any unused Materials were supplied under this Section 2.1.9 by one Party hereunder and any derivatives, analogs, modifications or upon the Transferor Party’s earlier request, the Transferee Party will either destroy or return to the Transferor Partycomponents thereof shall be, at the Transferor delivering Party’s sole discretionoption, all Materials provided either returned to or destroyed at the receiving Party’s cost in accordance with instructions 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 4.1.1delivering Party.