Common use of Material Transfers Clause in Contracts

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. In connection with (a) During the Collaborative Development Program, each course of the Parties performance of the Shared Global Development Activities, either Party (or such Party’s designee) (the “Materials Transferring Party”) may from time to time provide transfer to the other Party or its Affiliates materials owned by or licensed to designee (the delivering Party (“Materials Receiving Party”) certain Materials for use in connection with such materials, “Substances”)Shared Global Development Activities as contemplated under the Joint Development Plan. Except as otherwise Such Materials will be provided under this Agreement, such Substances may be used for activities pursuant to the terms and conditions of this Agreement and no 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 such Substances shall be conveyed by or to the delivering PartyMaterials. All such Substances delivered For clarity, the Materials shall remain the sole and exclusive property of the delivering Materials Transferring Party and shall be returned or destroyed at the request of the Materials Transferring Party. Except . (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 otherwise authorized under this Agreement, such Substances shall 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 subjects, in Clinical Trials, or for any purpose other than activities pursuant to diagnostic purposes involving human subjects (except, in each case, as otherwise described in this Agreement); (4) the Material(s) will be used only by the Materials Receiving Party and only in the Materials Receiving Party’s laboratory, and shall except with the prior written consent of the Materials Transferring Party; (5) the Material(s) will not be used by, delivered transferred to or used for the benefit of, any a Third Party without the prior written consent of the delivering Materials Transferring Party; and (6) the Materials Receiving Party shall not reverse engineer or attempt to determine the chemical structure, and make-up or sequence of, or determine the chemical or biological properties of, or make or attempt to make any analogues, progeny or derivatives of, or modifications to, such Materials except as expressly required to carry-out such Party’s obligations hereunder, including its activities pursuant to the Joint Development Plan. (e) The Materials Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Materials Transferring Party shall not be used liable to the Materials Receiving Party for any loss, claim or demand made by the Materials Receiving Party, or made against the Materials Receiving Party by any Third Party, due to or arising from the use of the Materials, except for claims or demands made by Third Parties to the extent permitted by Applicable Law and to the extent caused by the negligence, willful misconduct, fraud or fraudulent misrepresentation of the Materials Transferring Party. Upon termination of the relevant Shared Global Development Activities requiring use of the Materials or the Agreement in research or testing of human subjects unless otherwise specified its entirety, as applicable, except for any continuing rights as set forth in the Collaborative Development Program. Because not all of their characteristics may be knownthis Agreement, the Substances supplied under this Section 4.6 must be used Materials Receiving Party shall discontinue its use of any Materials and shall, upon direction of the Materials Transferring Party, return or destroy (and certify destruction of) any remaining Material in compliance 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 COMMISSIONall Applicable Laws.

Material Transfers. In connection with the Collaborative Development Research 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, (a) Xenon may use any Substances provided by Genentech solely in the conduct of its activities under the Research Plan and (b) Genentech may use such Substances may be used for activities pursuant solely in furtherance of the rights and license granted to Genentech in Section 9.1. As among the terms of this Agreement and no other rights in such Substances shall be conveyed by the delivering Party. All Parties, all such Substances delivered shall remain the sole property of the delivering Party. Except for the provision to subcontractors as permitted under Section 3.7 and as otherwise authorized under this Agreement, including this Section 4.5, 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 Research Program. Because not all of their characteristics may be known, the Substances supplied under this Section 4.6 4.5 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 PARTYPURPOSE. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION