Common use of Use and Transfer Restrictions Clause in Contracts

Use and Transfer Restrictions. Recipient acknowledges and agrees that the Materials may be proprietary to and owned by ArQule and are or may be covered by claims of U.S. and international patents or patent applications of ArQule and/or Monsanto. Recipient agrees to use the Materials solely to screen them for potential agricultural and in planta use for Monsanto using the assay procedure previously disclosed to Monsanto. Recipient agrees (i) not to transfer such Materials to any third party without the prior written consent of ArQule and Monsanto, (ii) to permit access to the Materials only to its employees and consultants requiring such access, (iii) to inform such employees and consultants of the proprietary nature of the Materials, (iv) to take reasonable precautions, at least as stringent as those observed by Recipient to protect its own proprietary materials, to ensure that such employees and consultants observe the obligations of Recipient pursuant to this Section and (v) to execute and deliver any documents of assignment or conveyance that may be necessary to effectuate the ownership rights of ArQule or Monsanto in the Materials. Upon the expiration of this Agreement, Recipient shall, at the instruction of ArQule or Monsanto, either destroy or return any unused Materials.

Appears in 2 contracts

Samples: Array Delivery and Testing Agreement (Arqule Inc), Array Delivery and Testing Agreement (Arqule Inc)

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Use and Transfer Restrictions. Recipient acknowledges and agrees that the Materials may be are proprietary to and owned by ArQule and are or may be covered by claims of U.S. and international patents or patent applications of ArQule and/or MonsantoArQule. Recipient agrees to use the Materials solely to screen them for potential agricultural and in planta use pharmacological activity for Monsanto Abbott using the assay procedure [previously disclosed to MonsantoAbbott/set forth on EXHIBIT B]. Recipient agrees (i) not to transfer such Materials to any third party without the prior written consent of ArQule and MonsantoAbbott, (ii) to permit access to the Materials only to its employees and consultants requiring such access, (iii) to inform such employees and consultants of the proprietary nature of the Materials, (iv) to take reasonable precautions, at least as stringent as those observed by Recipient to protect its own proprietary materials, to ensure that such employees and consultants observe the obligations of Recipient pursuant to this Section and (v) to execute and deliver any documents of assignment or conveyance that may be necessary to effectuate the ownership rights of ArQule or Monsanto in the Materials. Upon the expiration of this Agreement, Recipient shall, at the instruction of ArQule or MonsantoAbbott, either destroy or return any unused Materials.

Appears in 2 contracts

Samples: Development and License Agreement (Arqule Inc), Development and License Agreement (Arqule Inc)

Use and Transfer Restrictions. Recipient acknowledges and agrees that the Materials may be proprietary to and owned by ArQule and are or may be covered by claims of U.S. and international patents or patent applications of ArQule and/or Monsanto. Recipient agrees to use the Materials solely to screen them for potential agricultural and in planta use for Monsanto using the assay procedure previously disclosed to Monsanto. Recipient agrees (i) not to transfer such Materials to any third party without the prior written consent of ArQule and Monsanto, (ii) to permit access to the Materials only to its employees and consultants requiring such access, (iii) to inform such employees and consultants of the proprietary nature of the Materials, (iv) to take reasonable precautions, at least as stringent as those observed by Recipient to protect its own proprietary materials, to ensure that such employees and consultants observe the obligations of Recipient pursuant to this Section and (v) to execute and deliver any documents docu-ments of assignment or conveyance that may be necessary to effectuate the ownership rights of ArQule or Monsanto in the Materials. Upon the expiration of this Agreement, Recipient shall, at the instruction of ArQule or Monsanto, either destroy or return any unused Materials.

Appears in 1 contract

Samples: Array Delivery and Testing Agreement (Arqule Inc)

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Use and Transfer Restrictions. Recipient acknowledges and agrees that the Materials may be are proprietary to and owned by ArQule and are or may be covered by claims of U.S. and international patents or patent applications of ArQule and/or MonsantoArQule. Recipient agrees to use the Materials solely to screen them for potential agricultural and in planta use pharmacological activity for Monsanto Abbott using the assay procedure [previously disclosed to MonsantoAbbott/set forth on Exhibit B]. Recipient agrees (i) not to transfer such Materials to any third party without the prior written consent of ArQule and MonsantoAbbott, (ii) to permit access to the Materials only to its employees and consultants requiring such access, (iii) to inform such employees and consultants of the proprietary nature of the Materials, (iv) to take rake reasonable precautions, at least as stringent as those observed by Recipient to protect its own proprietary materials, to ensure that such employees and consultants observe the obligations of Recipient pursuant to this Section and (v) to execute and deliver any documents of assignment or conveyance that may be necessary to effectuate the ownership rights of ArQule or Monsanto in the Materials. Upon the expiration of this Agreement, Recipient shall, at the instruction of ArQule or MonsantoAbbott, either destroy or return any unused Materials.

Appears in 1 contract

Samples: Agreement (Arqule Inc)

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