Use of Adimab Materials Sample Clauses

Use of Adimab Materials. With respect to each Target, Surface and its Affiliates shall only use Adimab Materials (a) as is necessary to conduct a Research Program during the Research Term and the Evaluation Term, (b) pursuant to the license granted under Section 3.l(a) and Section 3 .2(b) of this Agreement while such licenses are in effect, including for Permitted Comparisons, or (c) to generate and test Program-Benefited Antibodies in accordance with Section 9 .4. Surface and its Affiliates shall not use Adimab Materials for any other purposes. Without limiting the foregoing, Adimab acknowledges and agrees that upon receipt of Program Antibodies, Surface may conduct testing on such Program Antibodies to optimize such Program Antibodies (and, to avoid doubt, the optimized versions thus created shall be Program-Benefited Antibodies). Adimab retains title to the Adimab Materials, including all quantities of Program Antibodies that it provides under a Research Program, including during the Evaluation Term. During the Evaluation Term, such quantities of Program Antibodies are (i) for use solely in assessing whether to exercise the Commercial Option or Research Option for the applicable Target and for Permitted Comparisons, and (ii) shall not be used in humans or for any commercial purpose. Should Surface exercise neither its Research Option pursuant to Section CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT
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Use of Adimab Materials. Mersana shall not use Adimab Materials in any way other than pursuant to any license granted to Mersana under this Agreement while such license is in effect (including the licenses granted for Mersana’s activities pursuant to the Validation Program). Among other [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. things, this means that, except pursuant to such a license, Mersana and its Affiliates shall not, without Adimab’s prior written consent, (i) provide Adimab Materials to any Third Party (other than pursuant to Mersana’s exercise of such license for use solely within the scope of such license), or (ii) reverse engineer, carry out chemical analysis on (other than to carry out activities pursuant to this Agreement), sequence or modify the Adimab Materials. During the Validation Program Term: (A) Adimab retains title to the Adimab Materials relating to each Validation Program Target, including all quantities of Validation Program Antibodies that it provides to Mersana; (B) except pursuant to any license granted to Mersana under this Agreement while such license is in effect, such quantities of Validation Program Antibodies are for use by Mersana solely in assessing which Validation Program Antibodies to select as Selected Antibodies; and (C) except pursuant to any license granted to Mersana under this Agreement while such license is in effect, such quantities shall not be used in humans or for any other commercial purpose. Without limiting the generality of the foregoing, Mersana shall not provide Validation Program Antibodies or Validation Program ADCs to any Third Party for the purpose of conducting Antibody discovery.
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Use of Adimab Materials. Merrimack shall not use Adimab Materials in any way outside of the Research Program or other than pursuant to the license granted under this Agreement while such license is in effect. Among other things, this means that, except under the Research Program or pursuant to such license, Merrimack shall not: (i) provide Adimab Materials to any Third Party, (ii) sequence or modify the Adimab Materials, or (iii) use sequence information regarding Program Antibodies that constitutes Confidential Information of Adimab and remains subject to the confidentiality restrictions in Article 6 or quantities of Program Antibodies delivered to Merrimack by Adimab or Adimab Materials, in the case of each of the foregoing clauses (i), (ii) and (iii) for any purpose other than to pursue the research, development, manufacture and commercialization of Products and potential Products in accordance with this Agreement. Adimab retains title to the Adimab Materials, including all quantities of Program Antibodies that it provides under the Research Program. Such quantities of Adimab Materials are for use solely in assessing whether to exercise the Option or for research and development activities subsequent to Merrimack’s exercise of the Option within the scope of the resulting license under Section 3.3(b). Such quantities shall not be [**]. Merrimack shall return to Adimab or destroy such quantities on expiration of the Evaluation Term, if Merrimack does not exercise the Option and Adimab requests such return or destruction in writing.
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Use of Adimab Materials. Scholar Rock and its Affiliates and Licensees shall only use Adimab Materials (a) as is necessary to conduct a Research Program during the Research Term and the Evaluation Term (or Fibrosis Evaluation Term, as applicable), (b) pursuant to the license granted under Section 3.1(a) (Research License to Scholar Rock) of this Agreement while such license is in effect, or (c) after exercise of the Option, to generate and test Program-Benefited Antibodies in accordance with Section 9.4 (Commitments Regarding Program-Benefited Antibodies). Scholar Rock shall not use Adimab Materials for any other purposes. For clarity, this means that, except as specified pursuant to the foregoing sentence, Scholar Rock shall not (i) [***] or (ii) use any Program-Benefited Antibodies or Adimab Materials, or information related to the composition or sequences thereof (but excluding Target related data), to discover or develop an alternative to any Program Benefited Antibody. For clarity, the “sequence” of an antibody includes the amino acid sequence of the antibody and the corresponding nucleic acid sequences. Adimab acknowledges and agrees that upon receipt of Program Antibodies, Scholar Rock, its Affiliates, Third Party service providers and Scholar Rock Collaborators, and after exercise of the Option, Licensees, may conduct testing on such Program Antibodies to optimize such Program Antibodies. Adimab retains title to the Adimab Materials, including all quantities of Program Antibodies that it provides under a Research Program, including during the Evaluation Term (or Fibrosis Evaluation Term, as applicable). Such quantities of Program Antibodies (i) are for use solely in assessing whether to exercise the Option for such Target; provided, however, that Scholar Rock may use such quantities of Program Antibodies and Program-Benefited Antibodies to compare the performance of Program Antibodies and Program-Benefited Antibodies in various assays against other Program Antibodies and Program-Benefited Antibodies, other antibodies (including commercial and research antibodies), or any other agent, and (ii) shall not be used in humans. Should Scholar Rock not exercise its Option as described in Section 3.2(a) (Option), Scholar Rock shall return to Adimab or destroy any remaining Program-Benefited Antibodies in its possession on expiration of the Evaluation Term (or Fibrosis Evaluation Term, as applicable) for such Target. Without limiting the generality of the foregoing, during the Evalu...
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Use of Adimab Materials. During the Research Term and the Evaluation Term, Adagio will only use Adimab Materials delivered to it as is necessary to conduct a Research Program and to assess Program-Benefited Antibodies to determine whether to exercise the Option for such Research Program. After expiration of the Evaluation Term, if Adagio has exercised an Option, Adagio will use only Adimab Materials to generate, research, develop, manufacture, and commercialize Optioned Antibodies and Products. Adagio will not use Adimab Materials for any other purposes. Adagio will not use physical embodiments of Adimab Materials delivered by Adimab to Adagio in humans.
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Use of Adimab Materials. Prior to exercise of the applicable Option, Xxxxxxxx and its Affiliates, subject to Section 3.3 (Comparison of Program-Benefited Antibodies to Other Antibodies), will only use Adimab Materials as is necessary to conduct research pursuant to Section 3.1(a) (Research Licenses to Xxxxxxxx) and to assess Program-Benefited Antibodies to determine whether to exercise the applicable Option. After exercise of the applicable Option, Xxxxxxxx, its Affiliates and Licensees will only use Adimab Materials to generate, research, develop, manufacture, and commercialize Optioned Antibodies and Products. Xxxxxxxx will not use Adimab Materials for any other purposes. Xxxxxxxx will not use physical embodiments of Adimab Materials delivered by Adimab to Xxxxxxxx in humans.
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Related to Use of Adimab Materials

  • Use of Materials There should be no limitations or restrictions by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the California Public Contract and Labor Codes. Generally, the onsite installation or application of such items shall be performed by the craft having jurisdiction over such work.

  • Use of Technology Participants are subject to all existing laws (federal and state) and University regulations and policies on use of technology, including not only those laws and regulations that are specific to computers and networks, but also those that may apply generally to personal conduct such as: • UC Electronic Communications Policy: xxxx://xxx.xxxx.xxx/ucophome/policies/ec/ • UCLA E-mail Policy and Guidelines: xxxx://xxx.xxxxxxxxxxxxx.xxxx.xxx/app/Default.aspx?&id=455 • IT Services Acceptable Use Policy: xxxx://xxx.xxx.xxxx.xxx/policies/aupdetail.html • The UC Policy on Copyright Ownership: xxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxxxxx.xxx/resources/copyright-ownership.html • Bruin OnLine Service Level Agreement: xxxx://xxx.xxx.xxxx.xxx/policies/BOL_SLA.pdf Any violation may result in technology related privileges being restricted or revoked and may also result in The University undertaking disciplinary action. If the violation constitutes a criminal offense, appropriate legal action may be taken.

  • Use of Software Any software that is available on the Services ("Software") is the copyrighted work of Red Hat and/or its licensors. Copying or reproducing the Software to any other server or location for further reproduction or redistribution is strictly prohibited, unless such reproduction or redistribution is permitted by a license agreement accompanying such Software. You may not create derivative works of the Software, or attempt to decompile or reverse-engineer the Software unless otherwise permitted by law. Use of the Software is subject to the license terms of any license agreement that may accompany or is provided with the Software. You may not download any Software until you have read and accepted the terms of the accompanying software license. WITHOUT LIMITING THE FOREGOING, THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SEPARATE LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE. EXCEPT AS WARRANTED IN SUCH LICENSE AGREEMENT, RED HAT, ITS PARENT, SUBSIDIARY, AND AFFILIATE COMPANIES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • Use of Material The Employer intends using the information provided by the Consultant for purposes including: • professional advice regarding decisions to be made in connection with the subject matter of the services; • inputs into the work of others and the administration of contracts; and • professional inputs into the delivery process Task specific use of information provided by the Consultant is set out in the Task Order.

  • Use of Marks To the extent one party’s Marks must be utilized by the other party in connection with the operation of a particular Component System or the Licensed Services related to the particular Component System: the Company hereby grants to BNYM a non-exclusive, limited license to use its Marks solely in connection with the Licensed Services provided by the Component System; BNYM hereby grants to the Company a non-exclusive, limited license to use its Marks solely in connection with the Licensed Services provided by the Component System; all use of Marks shall be in accordance with the granting party’s reasonable policies regarding the advertising and usage of its Marks as established from time to time; the Company hereby grants BNYM the right and license to display the Company’s Mark’s on applicable BNYM Web Applications and in advertising and marketing materials related to the BNYM Web Application and the Licensed Services provided by the relevant Component System; each party shall retain all right, title and interest in and to its Marks worldwide, including any goodwill associated therewith, subject to the limited license granted in this Section 4.5; use of the Marks hereunder by the grantee pursuant to this limited license shall inure to the benefit of the trademark owner and grantees shall take no action that is inconsistent with the trademark owner’s ownership thereof; each party shall exercise reasonable efforts within commercially reasonable limits, to maintain all on-screen disclaimers and copyright, trademark and service xxxx notifications, if any, provided to it by the other party in writing from time to time, and all “point and click” features relating to Authorized Persons’ acknowledgment and acceptance of such disclaimers and notifications; and a party shall immediately cease using another party’s Marks immediately upon termination of the Licensed Rights governing the relevant Component System.

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

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