Assays Clause Samples

Assays. The assays for a particular biomarker to be co-developed under the Technology Development Agreement and/or the Collaboration Agreement by Response and JBT that will run on the New Analyzer.

Assays. (a) From the samples taken from each lot in accordance with Clause 14, the assays of metal and other materials contents shall be determined independently by Dowa and Seller or their respective nominees in accordance with international practice. (b) Within 45 calendar days after completion of sampling at the smelter, Dowa and Seller shall notify each other that they are ready to exchange the results of their respective assays. The initiative to notify should be taken by either party immediately when its results are available. (c) The assay results on the laboratory Certificate of Analysis shall then be exchanged between Dowa and Seller by email, registered crossing mail or as otherwise agreed. (d) Should the difference between Dowa’s and Seller’s results for a lot be not more than: Zn % [***] Ag g [***] Fe % [***] As % [***] F ppm [***] the exact mean of the 2 results shall be taken as the agreed assay and shall govern for all purpose herein. If the difference between Dowa’s and Seller’s assay results for a lot is greater than the aforesaid limits, unless Dowa and Seller agree to average the said difference (in which event that assay shall be conclusive in respect of the relevant lot), the samples of material taken from the relative lot for Umpire analysis in accordance with Clause 14, shall be sent for Umpire analysis to: SGS Netherland B.V. Malledjik 18 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or The ▇▇▇▇ ▇▇▇▇▇▇ Laboratory (Formerly, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ International Ltd.) Pegasus House Kings Business Park Prescot, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ International Corporation ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ acting in rotation, or any mutually acceptable laboratory(ies). (e) Should the umpire assay fall between the results of the two parties, the arithmetical mean of the umpire assay and the assay of the party whose results are nearer to the umpire’s shall be taken for final settlement. Should the umpire assay fall outside the exchanged results, the middle of the 3 (three) results shall be final. If the umpire assay coincides with the result of either of the two parties or is the exact mean of the exchanged result, the umpire assay shall be final. The cost of the umpire assay shall be borne by the party whose result is farther from the umpire result. The cost of the umpire assay shall be borne equally by both parties when the umpire assay is the exact mean of the exchanged results.

Assays. They shall refer to the assays of the Product subject matter of this Contract in order to verify the qualities requested.

Assays. Buyer represents and warrants that it does not intend to use any assays to be acquired or licensed from Seller, including those assays that are part of the GPCR Directed Chemistry Program, in a method to identify and select compounds infringing any of the claims of United States Patent No. 5,401,629, so long as such claim(s) remain outstanding and in effect.

Assays. A list for Track 2 assays will be determined in the months between and including Ramp-Up phase and Phase 1A of Track 1 (first 4 months of the plan). ***.

Assays. If Gen-Probe (i) fails at any time during the Blood Screening Term to maintain the applicable FDA (CBER) license for the facility used to manufacture a Blood Screening Assay (unless Gen-Probe is approved by CBER to manufacture from an alternative location or the Supervisory Board agrees within fifteen (15) days of such event that Gen-Probe shall retain the manufacturing responsibility hereunder); or (ii) fails to supply Novartis within forty-five (45) days after the requested delivery date with Novartis’s monthly requirements for a Blood Screening Assay ordered in accordance with Section 5.3 below, for any three (3) months in any nine-month period (unless the Supervisory Board agrees within fifteen (15) days of such event that Gen-Probe shall retain the manufacturing responsibility hereunder), then Novartis shall have the right to, and if Novartis elects to manufacture or have manufactured, the obligation to use Commercially Reasonable Efforts to, manufacture (or to have manufactured) its requirements of such Blood Screening Assay, to be conducted by the Blood Screening Instruments in the Territory for use in the Blood Screening Field; provided, however, such right of Novartis shall be on an assay-by-assay basis for a failure to supply. In such event, Novartis shall consider in good faith, as its preferred alternative upon Gen-Probe’s request, to take over control of and responsibility for the facility used by Gen-Probe to manufacture the Blood Screening Assays, and Gen-Probe promptly shall provide such reasonable technical assistance, at Gen-Probe’s sole cost, as necessary to enable Novartis to exercise its rights to manufacture (or have manufactured) such Blood Screening Assay.

Assays. So long as BMS’ rights under Section 5.1(a)(iii) remain exclusive, BMS hereby grants Exelixis a non-exclusive, worldwide royalty-free license (without the right to sublicense except to its Affiliates), under the EXEL Know-How and EXEL Patents covering the composition or use of a given Assay solely to use such Assay pursuant to a Work Plan agreed to by BMS and Exelixis under Section 3.5(b) where Exelixis will use such Assay to perform high throughput screening to identify compounds which have or lack activity against the Selected Target for which such Assay was developed.

Assays. From the samples taken Buyer and Seller shall each make their own assays results which shall be exchanged in the customary or mutually agreed manner no later than seventy five (75) days from the date of the weight certificate at the smelter pursuant to the shipment. All assays (including any umpire assays) shall show copper content to the nearest 1/100 of one percent, gold content to the nearest 1/10 of a gram per dry metric ton, and silver content to the nearest one gram per dry metric ton, respectively. All assays for precious metals shall be undertaken using the fire assaying technique and shall be adjusted for cupellation losses. All assays for precious metals will be based on a mutually agreed practice & subject to review from time to time. The average of Buyer's and Seller's assays shall govern settlement unless the following splitting limits if applicable, are exceeded: Copper 0.25 percent, Silver 10 grams per DMT and Gold 0.30 grams per DMT. Reference to an Umpire shall be mutual agreement from an agreed list given below. The umpires in the list may be changed from time to time by mutual agreement. The arithmetic mean of the umpire assay and the nearest assay shall be final for settlement. The cost of the umpire assay shall be for the account of the party whose assay is farthest from the umpire assay. If the umpire assay is the exact mean of the Buyer's and Seller's assays the cost of the umpire shall be divided equally. THE UMPIRE LIST

Assays. Exelixis hereby grants BMS an exclusive, worldwide, royalty-bearing (solely to the extent provided in Section 7.4) license (with the right to sublicense), under any EXEL Know-How and EXEL Patents covering the composition or use of one or more Assays, (A) to make and have made such Assay, (B) to use each such Assay to search for, make and have made (1) Collaboration Compounds with activity against the BMS Selected Target for which such Assay was developed, and (2) compounds that lack activity against the BMS Selected Target for which such Assay was developed, (C) to develop, and make or have made, for use in the Development Field (and in any defined field licensed by BMS under Section 5.2(b)(iii)), BMS Collaboration Products, and (D) to develop, following the commencement of a clinical trial of a BMS Collaboration Product in the Development Field, such BMS Collaboration Product for any human indication. Such license shall convert to a non-exclusive license, on an Assay-by-Assay basis, on the earlier of (x) the date that is [ * ] after the end of the Research Term, or (y) the BMS Selected Target relating to such Assay becomes an Abandoned Target and is selected by Exelixis as an EXEL Selected Target.