Common use of Transfer of Materials Clause in Contracts

Transfer of Materials. AGTC shall provide to LICENSEE the Materials to the extent not already transferred under the Collaboration Agreement. Prior to the commencement of Manufacturing of any Product by LICENSEE, AGTC shall transfer to LICENSEE, at LICENSEE’s request, any Materials specific to such Product and reasonable quantities of Materials that are not specific to such Product that are necessary or useful to enable LICENSEE to practice its license and rights under this Agreement. LICENSEE shall, subject to the terms and retained rights included in the Existing License Agreements as set forth in Section 4.4, have sole ownership of the Materials delivered to LICENSEE under this Section 4.3, or, if AGTC cannot transfer ownership of such Materials to LICENSEE, AGTC shall, and hereby does, transfer to LICENSEE all of AGTC’s right, title and interest in and to such Materials. All Materials shall be used only in the fulfillment of obligations or exercise of rights under this Agreement and solely under the control of LICENSEE, shall not be used or delivered by the LICENSEE to or for the benefit of any Third Party (other than a permitted subcontractor or Sublicensee) without the prior written consent of AGTC, and, except with respect to any Materials provided by AGTC to the LICENSEE hereunder for use in a Clinical Trial, shall not be used in research or testing involving CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. human subjects, unless expressly agreed. All Materials supplied under this Section 4.3 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, since not all of their characteristics may be known. The transfer of Materials under this Section 4.3 shall be conducted at AGTC’s expense.

Transfer of Materials. AGTC shall provide In the event of termination of this Agreement by (i) AstraZeneca pursuant to LICENSEE Section 20.3, 20.4 or 20.6; or (ii) Palatin in the Materials event of a material breach by AstraZeneca pursuant to the extent not already transferred under the Collaboration Agreement. Prior Section 20.5; or (iii) Palatin pursuant to the commencement of Manufacturing Section 20.9, (a) a copy of any Product and all documentation and data (including regulatory documentation and filings) owned or controlled by LICENSEEAstraZeneca and in tangible form at the time of termination of the Agreement that has been generated with respect to Agreement Compounds, AGTC shall transfer to LICENSEELicensed Products, at LICENSEE’s request, any Materials specific to such Product their respective Manufacture and reasonable quantities of Materials that are not specific to such Product that are which is reasonably necessary or useful to enable LICENSEE Palatin to practice continue to Exploit the Licensed Products (collectively, the “AstraZeneca Product Data”), shall be provided to Palatin, and Palatin may use such AstraZeneca Product Data at its license discretion on a non-exclusive basis, but only to the extent reasonably necessary or useful to enable Palatin to continue to Exploit the Licensed Products, and rights (b) if such termination occurs after a Licensed Product has received Health Registration Approval (including price approval, if applicable), AstraZeneca shall, if permitted under local laws and regulations, promptly transfer to Palatin at Palatin’s cost and expense (except in the case of the material breach of AstraZeneca) any and all Health Registration Approvals obtained for the Licensed Products as well as any and all Regulatory Documentation and regulatory applications submitted to Health Authorities for the Licensed Product, provided that Palatin shall indemnify and hold harmless AstraZeneca and its Affiliates, Distributors and Sublicensees from any Losses with respect to the use of the AstraZeneca Product Data and the Exploitation of Agreement Compounds or Licensed Products under such Health Registration Approvals pursuant to Article 19 and any such AstraZeneca Product Data shall be subject to the confidentiality obligations set forth in Article 13. Palatin shall pay to AstraZeneca, in consideration for the foregoing transfer of the AstraZeneca Product Data and, if applicable, the Health Registration Approvals and other Regulatory Documentation following termination, a *** of Net Sales (provided that, for purposes of this Agreement. LICENSEE shallSection 20.7.1, references to AstraZeneca in such definition shall be deemed to be references to Palatin), subject to all offsets and reductions herein mutatis mutandis of each Licensed Product Exploited by or on behalf of Palatin, its Affiliates or sublicensees from the terms and retained rights included First Commercial Sale of each such Licensed Product in the Existing License Agreements as set forth in Section 4.4, have sole ownership of the Materials delivered to LICENSEE under this Section 4.3, or, if AGTC cannot transfer ownership a country until *** of such Materials to LICENSEE, AGTC shall, and hereby does, transfer to LICENSEE all of AGTC’s right, title and interest First Commercial Sale in and to such Materials. All Materials shall be used only in the fulfillment of obligations or exercise of rights under this Agreement and solely under the control of LICENSEE, shall not be used or delivered by the LICENSEE to or for the benefit of any Third Party (other than a permitted subcontractor or Sublicensee) without the prior written consent of AGTC, and, except with respect to any Materials provided by AGTC to the LICENSEE hereunder for use in a Clinical Trial, shall not be used in research or testing involving CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. human subjects, unless expressly agreed. All Materials supplied under this Section 4.3 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, since not all of their characteristics may be known. The transfer of Materials under this Section 4.3 shall be conducted at AGTC’s expensecountry.

Transfer of Materials. AGTC shall provide to LICENSEE the Materials If applicable pursuant to the extent not already transferred then current Collaboration Plan and on a Program-by-Program basis, in order to facilitate the activities contemplated under the Collaboration Agreement. Prior to Plan, one Party shall provide the commencement of Manufacturing of any Product by LICENSEE, AGTC shall transfer to LICENSEE, at LICENSEE’s request, any Materials specific to such Product and reasonable other Party with sufficient quantities of certain physical Materials that are not specific as set forth in the Collaboration Plan and other Materials as such Party may provide from time to such Product that are necessary or useful to enable LICENSEE to practice its license and rights time under this Agreement. LICENSEE shall, subject to the terms and retained rights included in the Existing License Agreements Except as otherwise expressly set forth in Section 4.4this Agreement, have sole ownership of the all such Materials delivered to LICENSEE under this Section 4.3one Party by the other Party will remain the sole property of the delivering Party, or, if AGTC cannot transfer ownership of such Materials to LICENSEE, AGTC shall, and hereby does, transfer to LICENSEE all of AGTC’s right, title and interest in and to such Materials. All Materials shall will be used only as specified in the fulfillment of obligations or exercise of rights under this Agreement Collaboration Plan and solely under the control of LICENSEE, shall not be used reverse engineered, deconstructed or delivered by analyzed in any way except as expressly permitted in the LICENSEE Collaboration Plan. The receiving Party shall not transfer, deliver or disclose any such Materials, or any derivatives, analogs, modifications or components thereof, to or for the benefit of any Third Party (other than a permitted subcontractor or Sublicensee) without the prior written consent approval of AGTC, andthe other Party, except with respect to subcontractors performing any Materials provided by AGTC activities as contemplated in the Collaboration Plan under written conditions as restrictive as those set forth herein, Sublicensees and to Regulatory Authorities for the LICENSEE hereunder for purpose of carrying out the development and commercialization of Collaboration Compound and Product. The receiving Party will use in a Clinical Trial, shall not be used in research or testing involving CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. human subjects, unless expressly agreed. All the Materials supplied under this Section 4.3 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, since work as not all of their characteristics may be known. The delivering Party will provide to the 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. Certain information has been excluded from this Section 4.3 agreement (indicated by “[***]”) HOOKIPA PHARMA INC. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. At the end of the Collaboration Term for a Program, any unused Materials supplied by one Party hereunder and any derivatives, analogs, modifications or components thereof shall be conducted be, at AGTCthe delivering Party’s expenseoption, either returned to or destroyed at the receiving Party’s cost in accordance with instructions by the delivering Party.

Transfer of Materials. AGTC In the event of termination of this Agreement by AstraZeneca pursuant to Section 21.3, 21.4 or 21.6 or by Avanir pursuant to Section 21.5, (a) a copy of any and all documentation and data owned or controlled by AstraZeneca and in tangible form at the time of termination of the Agreement that has been generated with respect to Licensed Compounds, Licensed Products, their respective manufacture and that which is necessary to enable Avanir to continue development of a Licensed Product and the commercialisation thereof (collectively, the "ASTRAZENECA PRODUCT DATA"), shall provide be provided to LICENSEE the Materials Avanir, and Avanir may use such AstraZeneca Product Data at its discretion on a non-exclusive basis, but only to the extent not already transferred necessary to enable Avanir to continue development of and to commercialise a Licensed Product, and (b) if such termination occurs after a Licensed Product has received Health Registration Approval (including price approval, if applicable), AstraZeneca shall, if permitted under local laws and regulations, promptly transfer to Avanir at Avanir's cost and expense any and all Health Registration Approvals obtained for the Collaboration Agreement. Prior Licensed Products as well as any and all Regulatory Documentation and regulatory applications submitted to Health Authorities for the Licensed Product, provided that Avanir shall indemnify and hold harmless AstraZeneca and its Affiliates, Distributors and Sublicensees from any Losses with respect to the commencement use of Manufacturing the AstraZeneca Product Data or the Exploitation of Licensed Compounds or Licensed Products under such Health Registration Approvals pursuant to Article 17 and any such AstraZeneca Product by LICENSEE, AGTC Data shall transfer to LICENSEE, at LICENSEE’s request, any Materials specific to such Product and reasonable quantities of Materials that are not specific to such Product that are necessary or useful to enable LICENSEE to practice its license and rights under this Agreement. LICENSEE shall, be subject to the terms and retained rights included in the Existing License Agreements as confidentiality obligations set forth in Section 4.4Article 14. Avanir shall pay to CONFIDENTIAL TREATMENT REQUESTED AstraZeneca, have sole ownership in consideration for the foregoing transfer of the Materials delivered AstraZeneca Product Data and, if applicable, the Health Registration Approvals and other Regulatory Documentation following termination by AstraZeneca in a situation where AstraZeneca considers termination of this Agreement reasonably necessary in order to LICENSEE under this Section 4.3***, or, if AGTC cannot transfer ownership of such Materials to LICENSEE, AGTC shall, and hereby does, transfer to LICENSEE all of AGTC’s right, title and interest in and to such Materials. All Materials shall be used only in the fulfillment of obligations or exercise of rights under this Agreement and solely under the control specific circumstance where upon termination at any time following completion of LICENSEE, shall not be used or delivered by the LICENSEE to or for the benefit of any Third Party (other than a permitted subcontractor or Sublicensee) without the prior written consent of AGTC, and, except with respect to any Materials provided by AGTC to the LICENSEE hereunder for use in a Clinical Trial, shall not be used in research or testing involving CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. human subjects, unless expressly agreed. All Materials supplied under a royalty of *** percent (***%) of Net Sales (provided that, for purposes of this Section 4.3 are supplied “as is”21.7.2, with no warranties of fitness for a particular purpose and must be used with prudence and appropriate caution references to AstraZeneca in any experimental work, since not all of their characteristics may be known. The transfer of Materials under this Section 4.3 such definition shall be conducted at AGTC’s expensedeemed to be references to Avanir) of each Licensed Product Exploited by or on behalf of Avanir, its Affiliates or sublicensees from the First Commercial Sale of each such Licensed Product in a country until the *** anniversary of such First Commercial Sale in such country.

Transfer of Materials. AGTC shall provide to LICENSEE the Materials to the extent not already transferred under the Collaboration Agreement. Prior to the commencement of Manufacturing of any Product by LICENSEE, AGTC shall transfer to LICENSEE, at LICENSEE’s request, any Materials specific to such Product and reasonable quantities of Materials that are not specific to such Product that are necessary or useful to enable LICENSEE to practice its license and rights under this Agreement. LICENSEE shall, subject to the terms and retained rights included in the Existing License Agreements as set forth in Section 4.4, have sole ownership of the Materials delivered to LICENSEE under this Section 4.3, or, if AGTC cannot transfer ownership of such Materials to LICENSEE, AGTC shall, and hereby does, transfer to LICENSEE all of AGTC’s right, title and interest in and to such Materials. All Materials shall be used only in the fulfillment of obligations or exercise of rights under this Agreement and solely under the control of LICENSEE, shall not be used or delivered by the LICENSEE to or for the benefit of any Third Party (other than a permitted subcontractor or Sublicensee) without the prior written consent of AGTC, and, except with respect to any Materials provided by AGTC to the LICENSEE hereunder for use in a Clinical Trial, shall not be used in research or testing involving CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. human subjects, unless expressly agreed. All Materials supplied under this Section 4.3 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, since not all of their characteristics may be known. The transfer of Materials under this Section 4.3 shall be conducted at AGTC’s expense.