Transferred Materials. Sanofi or its Affiliates Controls the Transferred Materials set forth in Schedule 2.6.1.
Transferred Materials. Owner shall make available to Manager, without charge, all equipment, materials, inventory, software, records, social media accounts, trademarks, logos, other intellectual properties, and other tangible or intangible properties that were used in connection with SDCSMP’s prior management or operation of the Park and that were subsequently transferred to Owner, for Manager’s use in connection with its management and operation of the Park. Owner is responsible for developing and maintaining the SMMA Operations Manual and shall provide timely notice of any changes of operations practices or procedures, or changes respecting the SMMA Operations Manual to Manager; provided, however, any provision in the SMMA Operations Manual that pertains to or otherwise affects Manager in any manner shall not be amended, revised, supplemented, or restated without Manager’s prior written consent, unless such changes are required by law.
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. 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:
Transferred Materials. Within seven (7) Business Days following the Effective Date, provided that all of the required Transfer Notices have been sent to each of the applicable vendors with copies to AnaptysBio pursuant to Section 3.3.3, AnaptysBio shall pay to Centessa a cash payment of three million U.S. dollars ($3,000,000) to reimburse Centessa for manufacturing costs incurred in connection with the Transferred Materials.
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. 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, 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: *** Portions of this Exhibit, indicated by the xxxx “***,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Company’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Schedule 10.3.5
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”.
