Transferred Materials Sample Clauses

Transferred Materials. Sanofi hereby assigns to Licensee all of its right, title and interest in and to the materials listed on Schedule 2.6 (Transferred Materials) (the “Transferred Materials”), which Sanofi shall deliver (EXW (Incoterms® 2020) the facility specified in such Schedule 2.6) promptly after having received from Licensee all information necessary to effectuate the delivery (including without limitation delivery address, contact name(s) and customs information). Licensee shall bear all shipping costs, including insurance, customs duties and any transfer tax that may become due in connection with the delivery of the Transferred Materials. The Parties agree that the Transferred Materials shall be used by Licensee, its Affiliates and Sublicensees solely to Exploit the Licensed Compound and the Licensed Products in the Field in the Territory. [***].

Transferred Materials. (i) Subject to the rights granted to Genentech under this Agreement, PTI retains all right, title and interest in and to the Transferred Materials to Genentech. Genentech (or a Sublicensee provided Transferred Materials by Genentech) has the right to use the Transferred Materials in accordance with the license set forth in Section 2.1(a). (ii) Genentech acknowledges that any [***] supplied by PTI pursuant to this Section 3.2 are (i) [***], (ii) not fully known with respect to such properties or characteristics, and (iii) to be used with reasonable care. Notwithstanding the foregoing, nothing in this Section 3.2(c)(ii) is intended to limit the representations and warranties of PTI set forth in Article 12.

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.

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. 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. 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. [*] 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 including the following: ***. ***, including the following: ***

Transferred Materials. Exhibit B of this Amendment is added to Schedule 2.6 of the Agreement.