Research Program Materials definition

Research Program Materials means any materials provided by one Party to the other Party in connection with the performance of a Work Plan.

Research Program Materials is defined in Section 2.2.1.3.

Research Program Materials means the tangible materials resulting from the Research Program that are Controlled by Paragon or its Affiliates as of the Effective Date or during the Term that are listed in Exhibit C attached hereto, as may amended in writing from time to time upon mutual agreement of the Parties. For clarity, Research Program Materials shall not include materials that are consumed or destroyed in the performance of the Research Program or that are not available to be transferred by Paragon to Spyre without violating the terms of any agreement or other arrangement with a Third Party.

Examples of Research Program Materials in a sentence

• After Merck makes a Pre-Clinical Development Candidate Designation with respect to a Licensed Product, Merck will be free to retain and use the Research Program Materials arising out of the applicable Research Program for such Designated Target for any purpose within the scope of the Exclusive License for such Designated Target.

• Upon the earliest of (i) Merck’s election to not make a Pre-Clinical Development Candidate Designation with respect to a Licensed Product, (ii) a replacement of the Designated Target Antigen under Section 2.4.3, and (iii) termination of this Agreement, Merck will at the instruction of Mersana either destroy or return any remaining Research Program Materials from the applicable Research Program.

• 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.

• Mersana will retain full ownership of, and all right, title, and interest in and to, the Research Program Materials, except that following the Pre-Clinical Development Candidate Designation of a Licensed Product by Merck, Mersana shall assign to Merck all of its right, title and interest in and to the tangible ADC Materials incorporated in such Licensed Product.

• 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.

More Definitions of Research Program Materials

Research Program Materials means and include clones, cell lines, Compounds, assays, databases, electronic and physical databases of chemical structures which, in each case, are developed by Neurocrine and/or Wyeth-Ayerst during the course of conduct of the Research Program. Research Program Materials also will include the Neurocrine Transporters and Neurocrine Ancillary Transporters and clones, cell lines and other materials encompassing, expressing, and/or containing the Neurocrine Transporters and/or Neurocrine Ancillary Transporters.

Research Program Materials means Compounds and any other Materials conceived and/or generated by or on behalf of Corgentech, its Affiliates or sublicensees or by Cyclacel under the Research Program (solely or jointly) including, but without limitation, any Materials that are included [ * ]that are so conceived and/or generated.

Research Program Materials means, collectively, [*]; in each case that are made, conceived, reduced to practice or otherwise derived from the research or development work conducted pursuant to and in accordance with the Research Collaboration Agreement, this Agreement or the AVI Product License Agreement (if entered into by the parties). All Research Program Materials shall be Confidential Information of [*]. ------------------ * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Research Program Materials means, with respect to a particular Research Program, the Program Know-How consisting of compositions of matter, cells, cell lines, assays, biomarkers and any other physical, biological or chemical materials for such Research Program, including physical embodiments of any Development Candidates, in each case: (a) discovered, generated, invented, made, conceived or reduced to practice by or on behalf of the Company, whether solely or jointly with Pyxis, Alloy or any Third Party, in the performance of such Research Program; or (b) otherwise utilized by or on behalf of the Company in the performance of such Research Program.

Research Program Materials. Section 8.1.1

Research Program Materials means any ADCs or other reagents and reference standards delivered by or on behalf of Mersana to ATSA in connection with the performance of the Research Plan activities.

Research Program Materials means and include compounds, assays, reagents, protocols, data and materials derived therefrom by Guilford in the conduct of the Research Program and/or which constitute Guilford Technology.