Material Transfers Sample Clauses

Material Transfers. The Parties agree that transfers of biological material during the term of this Agreement are controlled by the Master Material Transfer Agreement, attached as Appendix 9.2 and incorporated into this Agreement. Further, the Parties shall maintain a log of such transferred materials.

Material Transfers. All material provided by a Party hereunder will be accompanied by environmental, health and safety information reasonably available to the providing Party, including material safety data sheets, and such information will be updated with any material changes thereto of which the providing Party is aware. Each Party assumes all liability for damages that may arise from its access to, use, testing, administration, storage, or disposal of material received hereunder from the other Party, other than such liability arising out of any claim of infringement or misappropriation of any intellectual property right based on its use in accordance with this Agreement.

Material Transfers. Each of the parties may from time to time provide to the other materials owned by or licensed to a party (“Substances”). In such instances the parties shall enter into a material transfer agreement (it being noted that upon one party’s request, the parties shall have good faith discussions regarding any necessary or appropriate amendments to the material transfer agreement).

Material Transfers. In connection with the Collaborative Development Program, each of the Parties may from time to time provide to the other Party or its Affiliates materials owned by or licensed to the delivering Party (such materials, “Substances”). Except as otherwise provided under this Agreement, such Substances may be used for activities pursuant to the terms of this Agreement and no other rights in such Substances shall be conveyed by the delivering Party. All such Substances delivered shall remain the sole property of the delivering Party. Except as otherwise authorized under this Agreement, such Substances shall not be used for any purpose other than activities pursuant to this Agreement, and shall not be used by, delivered to or used for the benefit of, any Third Party without the prior written consent of the delivering Party, and shall not be used in research or testing of human subjects unless otherwise specified in the Collaborative Development Program. Because not all of their characteristics may be known, the Substances supplied under this Section 4.6 must be used with prudence and appropriate caution in any experimental work. THE SUBSTANCES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE SUBSTANCES WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

Material Transfers. (a) During the course of the performance of the Shared Global Development Activities, either Party (or such Party’s designee) (the “Materials Transferring Party”) may transfer to the other Party or its designee (the “Materials Receiving Party”) certain Materials for use in connection with such Shared Global Development Activities as contemplated under the Joint Development Plan. Such Materials will be provided under the terms and conditions of this Agreement and in such amount as are described in a material transfer record for the particular transfer (each, an “MTR”), in the form attached hereto as Schedule 5.2.12, which MTR shall set forth the type and name of the Materials transferred, the amount of the Materials transferred, the date of the transfer of such Materials and the proposed use of such Materials by the Materials Receiving Party. For clarity, this Section 5.2.12 (Material Transfers) shall not apply to the supply of Licensed -58- Compound or Licensed Products, which shall be governed under Article 7 (Manufacturing and Supply). (b) MATERIALS SUPPLIED BY THE MATERIALS TRANSFERRING PARTY HEREUNDER ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. ANY MATERIAL DELIVERED PURSUANT TO THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. THE MATERIALS RECEIVING PARTY WILL HANDLE THE MATERIAL ACCORDINGLY AND WILL INFORM THE MATERIALS TRANSFERRING PARTY IN WRITING OF ANY ADVERSE EFFECTS EXPERIENCED BY PERSONS HANDLING THE MATERIAL. (c) The Materials Receiving Party acknowledges that, except for the licenses and other express rights granted herein, it does not have any claim to the Materials supplied by the Materials Transferring Party, or any license or rights to any proprietary information or intellectual property rights in or to the Materials. For clarity, the Materials shall remain the sole and exclusive property of the Materials Transferring Party and shall be returned or destroyed at the request of the Materials Transferring Party. (d) The Materials Receiving Party agrees that: (1) the Material(s) will be used solely for, and in compliance with, the Shared Global Development Activities as described in the then-current Joint Development Plan; (2) the Material(s) will be used in compliance with all Applicable Laws; (3) the Material(s) will not be used in human subjec...

Material Transfers. MiNK retains all right, title and interest in and to all materials provided to Contractor in connection with any Project, together with all derivatives, modifications and improvements thereof, including all intellectual property rights therein and thereto (the “Materials”). The Materials constitute Confidential Information of MiNK.

Material Transfers. The Operator shall make proper and timely charges and credits for all material movements affecting the Production Facilities Property. The Operator shall provide all Material for use on the Production Facilities Property, however, at the Operator's option, such Material may be supplied by a Non-Operator. The Operator shall make timely disposition of idle and surplus Material either through sale to the Operator or a Non-Operator, division in kind or sale to outsiders. The Operator may purchase, but shall be under no obligation to purchase, the interest of the Non-Operators in surplus Material. All sales of Condition "A", Condition "B" or Condition "C" Material, the new Price of which is greater than fifteen thousand ($15,000.00) dollars, shall be subject to approval by the Non-Operators. All other disposals of Material shall be at the discretion of the Operator provided that any sales to the Parties or any of them shall be priced in accordance with Clause 4.03.

Material Transfers. During the course of the performance of the Global Development Plan, either Party (or such Party’s designee) (the “Materials Transferring Party”) may transfer to the other Party or its designee (the “Materials Receiving Party”) certain Materials for use in connection with activities contemplated under the Global Development Plan. Such Materials will be provided under the terms and conditions of this Agreement and in such amount as described in the material transfer record for the particular transfer (“MTR”), in the form attached hereto as Schedule 3.12, which MTR shall set forth the type and name of the Materials transferred, the amount of the Materials transferred, the date of the transfer of such Materials and the proposed use of such Materials by the Materials Receiving Party. For clarity, this Section 3.12 (Material Transfers) shall not apply to the clinical supply of Licensed Antibodies or Licensed Product, which shall be supplied under a clinical supply agreement or otherwise in accordance with Article 5 (Manufacturing and Supply).

Material Transfers