Common use of Use of Proprietary Materials Clause in Contracts

Use of Proprietary Materials. From time to time during the Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Development Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for the transfer of Products for use in Clinical Trials or as otherwise expressly permitted hereby; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Development Program, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Use of Proprietary Materials. From time to time during the Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Development ProgramResearch Plan. Any Proprietary Materials being provided to Recipient Party shall be accompanied by a Materials Transfer Record substantially in the form of Schedule [***], which shall be signed by an official representative of both Parties; provided, that cell lines for Islet Cell provided by Sigilon or any of its Affiliates to Lilly, shall be deemed to be the Proprietary Materials of Lilly (and Lilly the Transferring Party, and Sigilon the Recipient Party, with respect thereto). In connection therewithwith the receipt of any Proprietary Materials from the Transferring Party, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for the transfer of Products for use in Clinical Trials or as otherwise expressly permitted hereby; (d) the Recipient Party shall not acquire any right, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Development Program, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.;

Use of Proprietary Materials. From time to time during the Term, either Party of MDACC or Company (the “Transferring Party”) may supply the other Party (the “Recipient Receiving Party”) with Proprietary Materials of the Transferring Party for use in the Research Project or any Development Program. In connection therewith, each Recipient Receiving Party hereby agrees that that: (a) it shall upon the reasonable written request of the Transferring Party, the Receiving Party will document the material transfer in writing prior to transfer of any such Proprietary Materials; (b) even in the absence of written documentation of such material transfer, the Receiving Party will not use such the Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (bc) it shall will use such Proprietary Materials only in compliance with all Applicable Laws; (cd) it shall will not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for the transfer of Development [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Candidates and Licensed Products for use in Clinical Trials or as otherwise expressly permitted herebyTrials; (de) the Recipient Party shall it will not acquire any rightrights of ownership, or title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (ef) upon the expiration or termination of the Development Program, the Recipient Party shallthis Agreement, if and as instructed requested by the Transferring Party, either it will destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Use of Proprietary Materials. From time to time during the Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Development Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for (i) the transfer of Licensed Products for use in Clinical Trials or as otherwise (ii) in a transaction expressly permitted hereby; (d) the Recipient Party shall not acquire any right, right of ownership or title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Development Programthis Agreement, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Use of Proprietary Materials. From time to time during the Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Research Program and/or any Development Program. In connection therewith, each Recipient Party hereby agrees that (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for the transfer of Collaboration Compounds and Products for use in Clinical Trials or as otherwise expressly permitted herebyTrials; (d) the Recipient Party shall not acquire any rightrights of ownership, or title or interest in or to to, such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of this Agreement, *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Development Program, Commission. the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Use of Proprietary Materials. From time to time during the Term, either one Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Manufacture or Development Programof a Product. In connection therewith, each Recipient Party hereby agrees that that: (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for (i) the transfer of Products for use in Clinical Trials clinical trials or as otherwise expressly permitted hereby; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE CARA THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (dI) the Recipient Party shall not acquire any rightIS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CARA THERAPEUTICS, title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Development Program, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunderINC. IF PUBLICLY DISCLOSED.

Use of Proprietary Materials. From time to time during the Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Receiving Party”) with Proprietary Materials of the Transferring Party for use in the Research Project or any Development Program. In connection therewith, each Recipient Receiving Party hereby agrees that that: (a) it shall upon the written request of the Transferring Party, the Receiving Party will enter into a material transfer agreement reasonably requested by the Transferring Party prior to supplying any such Proprietary Materials; (b) even in the absence of a material transfer agreement, the Receiving Party will not use such the Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (bc) it shall will use such Proprietary Materials only in compliance with all Applicable Laws; (cd) it shall will not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for the transfer of Development Candidates and Licensed Products for use in Clinical Trials or as otherwise expressly permitted herebyTrials; (de) the Recipient Party shall it will not acquire any rightrights of ownership, or title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (ef) upon the expiration or termination of the Development Program, the Recipient Party shallthis Agreement, if and as instructed requested by the Transferring Party, either it will destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.

Use of Proprietary Materials. From time to time during the Term, either one Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials of the Transferring Party for use in the Manufacture or Development Programof a Product. In connection therewith, each Recipient Party hereby agrees that that: (a) it shall not use such Proprietary Materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials to any Third Party without the prior written consent of the Transferring Party, except for (i) the transfer of Products for use in Clinical Trials clinical trials or as otherwise (ii) in a transaction expressly permitted herebyhereby (such as transfer by Cara to its CMO); (d) the Recipient Party shall not acquire any right, right of ownership or title or interest in or to such Proprietary Materials as a result of such supply by the Transferring Party; and (e) upon the expiration or termination of the Development Programthis Agreement, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials that are not the subject of the grant of a continuing license hereunder.under this Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SWK HOLDINGS CORPORATION HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO CARA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. - 21 -

Use of Proprietary Materials. From time to time during the Term, either Party (the “Transferring Party”) may supply the other Party (the “Recipient Party”) with Proprietary Materials proprietary materials of the Transferring Party for use in the Development Research Program. In connection therewith, each Recipient Party hereby agrees that that: (a) it shall not use such Proprietary Materials proprietary materials for any purpose other than exercising its rights or performing its obligations hereunder; (b) it shall use such Proprietary Materials proprietary materials only in compliance with all Applicable Laws; (c) it shall not transfer any such Proprietary Materials proprietary materials to any Third Party without the prior written consent of the Transferring Party, except for (i) the transfer of Products for use Project Antibody Technology materials to Third Party subcontractors permitted in Clinical Trials accordance with Section 3.2.4, or as (ii) in a transaction otherwise expressly permitted hereby; (d) the Recipient Party shall not acquire any rightrights of ownership, or title or interest in or to to, such Proprietary Materials proprietary materials as a result of such supply by the Transferring Party, provided, that in accordance with Section 9.1.2, Context shall own Project Antibody Technology materials irrespective of which Party is the Transferring Party under this Section 8.5; and (e) upon the expiration or termination of the Development Programthis Agreement, the Recipient Party shall, if and as instructed by the Transferring Party, either destroy or return any such Proprietary Materials proprietary materials that are not the subject of the grant of a continuing license hereunder.