Common use of Use of Materials Clause in Contracts

Use of Materials. Each Party acknowledges and agrees that (a) it will not use any Research Program Materials of the other Party for any purpose other than (i) activities set forth in a Work Plan or (ii) with respect to Jazz or its Affiliates as the receiving Party, other than within the scope of the licenses granted to it or them hereunder, (b) it will only use Research Program Materials in compliance with all Applicable Laws, and (c) except as otherwise provided hereunder or in a Work Plan, it (i) will not reverse engineer, deconstruct or analyze (for the purpose of reverse engineering or deconstruction) any of the Research Program Materials of the other Party but may perform any such activities with respect to any Collaboration Candidate, and (ii) will not transfer or make available any Research Program Materials to any Third Party without the express prior written consent of the other Party (which consent once given for a Third Party shall remain in effect unless and until revoked by the consenting Party), except that Jazz or its Affiliates may, without such consent, transfer any Research Program Materials to its or their sublicensees and (sub)contractors for use within the scope of the licenses granted to it hereunder. At the end of the applicable Research Program Term, each Party will return to the other Party any Research Program Materials of the other Party as to which such Party does not have continuing rights to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (w) may be experimental in nature or may not have been fully researched, (x) are provided “as is”, (y) may have hazardous properties, and (z) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such Party’s (or its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program Materials will be handled and, where applicable, disposed of (1) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (2) in accordance with all Applicable Laws, including all health and safety at work requirements and all applicable regulations relating to work with recombinant materials, and (3) by personnel that are fully trained in relevant procedures.

Use of Materials. Each Party acknowledges and agrees that (a) it will not use any Research Program Materials of the other Party for any purpose other than (i) activities set forth in a Work Plan or (ii) or, with respect to Jazz or its Affiliates Sanofi as the receiving Party, other than Party within the scope of the licenses granted Research License, until the applicable Licensed Compound Selection Date, after which Sanofi will be free to it or them hereunderuse such Research Program Materials for any purpose within the scope of the Development and Commercialization License), (b) it will only use Research Program Materials in compliance with all Applicable Laws, and or (c) except as otherwise provided hereunder or in a Work Plan, it (i) will not reverse engineer, deconstruct or analyze (for the purpose of reverse engineering or deconstruction) any of the Research Program Materials of the other Party but may perform any such activities with respect to any Collaboration Candidate, and (ii) will not transfer or make available any Research Program Materials to any Third Party Party, without the express prior written consent of the other Party (which consent once given for a Third Party shall remain in effect unless and until revoked by the consenting Party), except that Jazz or its Affiliates Sanofi may, without such consentconsent but subject to the restrictions on transferring or disclosing any Ablynx Platform Know-How as set out, respectively in Sections 2.3.6 and 2.3.8, transfer any Research Program Materials to its or their sublicensees and (sub)contractors for use within the scope of the licenses granted to it hereunderResearch License, or once applicable, the Development and Commercialization License. At the end of the applicable Research Program Term, each Party will return to the other Party any Research Program Materials of the other Party as to which such Party it does not have continuing rights to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (wa) may be experimental in nature or may not have been fully researched, (xb) are provided “as is”, (yc) may have hazardous properties, and (zd) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such Party’s (or its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program Materials will be handled and, where applicable, disposed of (1x) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (2y) in accordance with all Applicable Laws, including all health and safety at work requirements and all applicable regulations relating to work with recombinant materials, and (3z) by personnel that are fully trained in relevant procedures.

Use of Materials. Each To facilitate the performance of activities under the Research Plan, either Party acknowledges and agrees that (a) it will not use any Research Program Materials of may provide to the other Party certain biological materials, chemical compounds, proteins, or cell lines owned by or licensed to the supplying Party for any purpose use by the other than (i) activities Party as set forth in a Work the Research Plan (such materials, compounds, proteins, or cell lines and any progeny or derivatives thereof, collectively, “Materials”). All Materials shall remain the sole property of the supplying Party, shall be used by the receiving Party solely to perform its obligations under the Research Plan or (ii) with respect this Agreement or exercise its rights under this Agreement, shall not be used or delivered to Jazz or its Affiliates as for the receiving benefit of any Third Party, other than within except pre-approved Subcontractors in the scope case of the licenses granted to it or them hereunderDyadic, (b) it will only use Research Program Materials in compliance with all Applicable Laws, and (c) except as otherwise provided hereunder or in a Work Plan, it (i) will not reverse engineer, deconstruct or analyze (for the purpose of reverse engineering or deconstruction) any of the Research Program Materials of the other Party but may perform any such activities with respect to any Collaboration Candidate, and (ii) will not transfer or make available any Research Program Materials to any Third Party without the express prior written consent of the other Party (which consent once given for a Third Party supplying Party, and shall remain not be used in effect research or testing involving human subjects, unless and until revoked expressly agreed by the consenting supplying Party). Notwithstanding the foregoing, except that Jazz or its Affiliates may, without such consent, transfer any Research Program Materials to its or their sublicensees and (sub)contractors for use within the scope of the licenses granted to it hereunder. At the end of the applicable Research Program Term, each Party will return subject to the other provisions of this Agreement, each Transformed Cell Line as created pursuant to the Research Plan will be (i) considered Materials owned by Xxxxxxx for purposes of this Agreement and (ii) once transferred to Xxxxxxx, will be used by Xxxxxxx and its Affiliates solely to perform its obligations under the Research Plan or this Agreement or exercise its rights under this Agreement, it being expressly understood that Xxxxxxx’x ownership shall not confer any rights to Develop, Manufacture or Commercialize the applicable Xxxxxxx Protein in a C1 Expression System without exercising, as applicable, the Research License Option or one or more Commercial License Options. The Materials supplied under this Section 2.7 (Research Plan; Materials) are supplied “as is” and must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party any Research Program Materials of acknowledges that the other Party is providing the Materials for investigational use only in in vitro experiments as further set forth in the Research Plan. Without limiting the foregoing, neither Party will reverse engineer, disassemble, compile, or determine the composition of any Materials Controlled by the other Party and provided to which such Party does not have continuing rights hereunder, except to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (w) may be experimental the extent required in nature or may not have been fully researched, (x) are provided “as is”, (y) may have hazardous properties, and (z) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such order to perform each Party’s (Research Activities or exercise its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program Materials will be handled and, where applicable, disposed of (1) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (2) in accordance with all Applicable Laws, including all health and safety at work requirements and all applicable regulations relating to work with recombinant materials, and (3) by personnel that are fully trained in relevant proceduresother rights under this Agreement.