Transferred Materials. Sanofi or its Affiliates Controls the Transferred Materials set forth in Schedule 2.6.1.
Transferred Materials. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT
Transferred Materials. Sanofi will transfer to Licensee certain limited quantities of non-GMP samples of the Licensed Compound listed in Schedule 2.6 (Transferred Materials) which Licensee may utilize in non-clinical studies at Licensee’s sole risk. Sanofi will deliver ([***]) the Transferred Materials within [***]calendar days after having received from Licensee all information necessary to deliver such Transferred Materials to Licensee (including without limitation, the Licensee’s preferred delivery address, contact name(s) and customs information), which Licensee shall provide to Sanofi within [***] calendar days after the Effective Date. Delivery of the Transferred Materials by Sanofi to Licensee shall not constitute a sale of the Transferred Materials. Licensee shall reimburse Sanofi for [***], including insurance, customs duties and any transfer tax that may become due in connection with the delivery of the Transferred Materials, and Licensee shall pay Sanofi’s invoice therefore within [***] days after receipt. All Transferred Materials are provided “AS IS”.
Transferred Materials. As soon as practicable after the Effective Date but in no event later than the applicable delivery date that is set forth on Exhibit E, TESARO shall provide to Licensee (i) the quantities of non-clinical use materials (e.g., to enable technology transfer and conduct stability studies), and (ii) Bulk Product and/or Primary Packaged Product, in each case as listed in Exhibit E (collectively, the “Initial Materials”). Upon Licensee’s written request and to the extent TESARO is reasonably able to fulfill such request, TESARO shall provide to Licensee such additional quantities of non-clinical use materials reasonably necessary for the Development, Manufacture or Commercialization of the Licensed Compound and Products in the Licensed Territory (the “Additional Materials,” and together with the Initial Materials, the “Transferred Materials”). All Transferred Materials shall be provided at [***], which shall be promptly reimbursed by Licensee. Exhibit E sets forth the cost to be paid by Licensee for the Initial Materials. The Initial Materials set forth in Exhibit E to be used in the first human clinical trial in Japan will be subject to the clinical Supply Agreement and related quality agreement to be agreed pursuant to Section 5.9.1, except that the supply cost for such materials shall be [***]. Upon receipt of any request for Additional Materials from Licensee, TESARO shall promptly provide to Licensee the cost information for such Additional Materials. The Transferred Materials provided by TESARO hereunder shall not be used by Licensee for any purpose other than the Development, Manufacture or Commercialization of the Licensed Compounds and the Products in the Licensed Territory in accordance with this Agreement.
Transferred Materials. In the event that Purchaser or any of its Affiliates directly or indirectly sells, transfers title to, or assigns ownership of any of the Transferred Materials, Successor Versions or Combination Versions to one or more third parties (including a disposition by Purchaser or its relevant Affiliates of VL C.V.), other than (i) any of Purchaser’s Affiliates or Seller’s Affiliates or (ii) in connection with a merger, acquisition or change of control of Purchaser or a sale of all or substantially all of the assets of Purchaser, as long as Seller remains entitled to receive royalties with respect to the applicable Transferred Materials, Successor Versions and/or Partial Combination Version portions of each Combination Version in accordance with the terms of this clause 5 after the consummation of such transaction, during the Royalty Term, Purchaser shall pay Seller a percentage of amounts received by Purchaser or any of its Affiliates (including any contingent, revenue share or similar payments earned or received during the Royalty Term) directly or indirectly from such third party or parties that are attributable to the applicable Transferred Materials, Successor Versions and/or Partial Combination Version portions of each Combination Version, calculated in accordance with the methodology described in the last paragraph of clause 5.7 below and taking into account the remaining period in the Royalty Term as of the date of consummation of the applicable sale, transfer of title or assignment of ownership.
Transferred Materials including the following: ***. ***, including the following: ***
Transferred Materials. As part of this Agreement, PALCI has caused to be delivered to Member Library the Research Materials listed in Exhibit C, “Transferred Materials,” which will form part of the Member Library’s Member Contribution to the Distributed Serials Archive. While this Agreement is in place, ownership of these Materials may follow one of the following options, depending on the wishes, needs, and regulations of the Member Library from which the Materials originate, the Member Library receiving the Materials, and PALCI:
Option 1: Upon transfer to the Member Library, Transferred Materials shall become property of the receiving Member Library. Receiving Member Library shall retain ownership and title to the Materials. While this Agreement is valid, the receiving Member Library shall not sell, discard, donate, or otherwise relinquish ownership or control of any of the Materials except to transfer Completing Title Holdings to another PALCI Library of Record.
Option 2: The Member Library transferring the Materials retains ownership, providing the Member Library receiving the Materials as a long-term loan. This loan is valid for the period of this Agreement. Upon termination of this Agreement, Materials will be returned to the Member Library of origination. While this Agreement is valid, the Member Library from which the Materials originate shall not sell, discard, donate, or otherwise relinquish ownership or control of any of the Materials.
Option 3: The originating Member Library and the receiving Member Library may agree to sell the Materials to the receiving Library, at fair market value. Ownership of the Materials will then be transferred from the originating Member Library to the receiving Member Library.
Transferred Materials. Sanofi hereby assigns to Licensee all of its right, title and interest in and to the inventory of the materials listed on Schedule 2.7 (Transferred Materials), which Sanofi shall deliver [***] Sanofi’s facility specified in Schedule 2.7) promptly after having received from Licensee all information necessary to effectuate the delivery (including without limitation delivery address, contact name(s) and customs information). The purchase price for such Transferred Materials is shown on Schedule 2.7 (Transferred Materials) [***]. Licensee shall also bear [***]. The Parties agree that: (a) such Transferred Materials shall be used solely to conduct non-clinical studies of Licensed Compounds and Licensed Products in the Field in the Territory; (b) all such Transferred Materials are [***] and (c) Licensee shall be solely responsible for determining whether such quantities of Transferred Materials meet Licensee’s own requirements and whether such Transferred Materials are suitable for Licensee’s intended purposes. [***].
Transferred Materials. Sanofi or its Affiliates owns the materials listed on Schedule 2.7, which, to the knowledge of the Sanofi personnel having responsibility for such matters, are free of all encumbrances.
Transferred Materials. In the event that Purchaser or any of its Affiliates directly or indirectly sells, transfers title to, or assigns ownership of any of the Transferred Materials, Successor Versions or Combination Versions to one or more third parties, other than (i) any of Purchaser’s Affiliates or Seller’s Affiliates or (ii) in connection with a merger, acquisition or change of control of Purchaser or a sale of all or substantially all of the assets of Purchaser, as long as Seller remains entitled to receive royalties with respect to the applicable Transferred Materials, Successor Versions and/or Partial Combination Version portions of each Combination Version in accordance with the terms of this clause 5 after the consummation of such transaction, during the Royalty Term, Purchaser shall pay Seller a percentage of amounts received by Purchaser or any of its Affiliates (including any contingent, revenue share or similar payments earned or received during the Royalty Term) directly or indirectly from such third party or parties that are attributable to the applicable Transferred Materials, Successor Versions and/or Partial Combination Version portions of each Combination Version, calculated in accordance with the methodology described in the last paragraph of clause 5.7 below and taking into account the remaining period in the Royalty Term as of the date of consummation of the applicable sale, transfer of title or assignment of ownership.
