Common use of Material Transfer Clause in Contracts

Material Transfer. In order to facilitate the Research Program, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to Collaboration Compounds, receptors, reagents and screens (collectively, "Materials") owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 5, remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and solely under the control of the other Party and its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not be used in research or testing involving human subjects. The Materials supplied under this Section 2.9 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.9 OR IN SECTION 8.4, THE MATERIALS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. EXECUTION VERSION

Material Transfer. In order to facilitate the Research Program, either Each Party may provide will transfer to the other Party certain biological materials or chemical compounds including, but not limited to, the compounds to Collaboration Compoundsbe provided by the Parties pursuant to Section 2.2(a) and Section 2.2(b), receptors, reagents and screens (collectively, "Materials") owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program(collectively, the "Materials"). Except as otherwise provided under this Agreement, all such Materials delivered transferred hereunder will (a) remain solely under the control of the receiving Party and (as between the Parties) continue to the other Party shall, subject to the licenses granted the other Party pursuant to Article 5, remain be the sole property of the supplying transferring Party, shall (b) be used only in furtherance of the Research Program Research, (or in connection with activities conducted during the license period, and solely under pursuant to the control of the other Party and its Affiliateslicenses, shall set forth in Sections 3.1(a)(ii) or 3.2(a)(ii)), (c) not be provided or made available to, or used or delivered to by the Receiving Party or for the benefit of of, any Third Party without the prior written consent of the supplying transferring Party, and shall (d) not be used in research or testing involving human subjects. The Materials supplied under this Section 2.9 2.8 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.9 OR IN 11.3 AND SECTION 8.411.4 HEREOF, THE MATERIALS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. EXECUTION VERSION.

Material Transfer. In order to facilitate the Research Program, either Party party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to Collaboration Compounds, receptors, reagents Program Materials and screens (collectively, "Materials") owned Background Materials Controlled by or licensed to the supplying Party (other than under this Agreement) for use by the other Party party in furtherance of the Research Program. All such Program Materials shall be considered the Confidential Information of both parties and shall be subject to the restrictions in Article 8. All Background Materials shall be considered the Confidential Information of the supplying Party and shall be subject to the restrictions in Article 8. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 5, party shall remain the sole property of the supplying Partyparty, shall be used only in furtherance of the Research Program and solely under the control of the other Party party and its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, party and shall not be used in research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 2.9 2.10 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.9 OR IN SECTION 8.4, THE PROGRAM MATERIALS AND BACKGROUND MATERIALS ARE PROVIDED "“AS IS" ” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. EXECUTION VERSION.

Material Transfer. In order to facilitate the Research ProgramResearch, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to Collaboration Active Compounds, receptors, reagents and screens (collectively, "Materials") owned Controlled by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research ProgramResearch. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 5, will remain the sole property of the supplying Party, shall will be used only in furtherance of the Research Program (or, in the case of Axys, in furtherance of its continuation of the Research during the license period set forth in Section 3.1(a)(ii)) and solely under the control of the other Party and its AffiliatesParty, shall will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall will not be used in research or testing involving human subjects. The Materials supplied under this Section 2.9 2.8 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.9 OR IN SECTION 8.411.3 HEREOF, THE MATERIALS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. EXECUTION VERSION.

Material Transfer. In order to facilitate the Research ProgramResearch, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to to, Delta Compounds, Collaboration Compounds, receptors, reagents and screens (collectively, "Materials") owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research ProgramResearch. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 5, shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program as permitted hereunder and solely under the control of the other Party and its AffiliatesParty, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not be used in research or testing involving human subjectssubjects in connection with the Research. The Materials supplied under this Section 2.9 2.12 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may not be knownknown or understood. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.9 OR IN SECTION 8.4, THE MATERIALS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. EXECUTION VERSION.