Common use of Materials Limited Use Clause in Contracts

Materials Limited Use. MAXYGEN shall provide reasonable quantities of Materials (which may include, without limitation, Shuffled Genes and/or Gene Variants which are potential Shuffled Genes) to TRPL as set forth in the Project Plan, which TRPL shall use solely for research activities in the conduct of the Project approved in advance by the Management Committee. TRPL shall provide a written summary of the results of all such research activity to the Management Committee. In the event that TRPL obtains rights to Exploit one or more Shuffled Genes as set forth in clause 5.2 or 5.3, TRPL shall also have the right to use Shuffled Genes provided hereunder for such purpose. Except in connection with the practice of the rights granted to TRPL in clause 5.2 and/or 5.3 hereof, TRPL shall not without the express prior written consent of MAXYGEN, (i) transfer any of the Shuffled Genes, Gene Variants or other Materials provided by MAXYGEN to any Third Party, (ii) use the data and information obtained from the research activities conducted using such Shuffled Genes, Gene Variants or other Materials provided by MAXYGEN (including without limitation any sequence information regarding the Shuffled Genes or Gene Variants or the proteins expressed therefrom) for any purpose other than the purpose of conducting research activities in the Project approved in advance by the Management Committee, (iii) authorize any Third Party to obtain or use any of the Shuffled Genes, Gene Variants or other Materials provided by MAXYGEN for any purpose, or (iv) use any data relating to any Shuffled Genes, Gene Variants or other Materials provided by MAXYGEN, including without limitation consensus sequences or structural motifs, to reverse engineer, reconstruct, synthesize or otherwise modify or copy any Shuffled Gene or Gene Variant or any other gene or product with similar biological activities, or to attempt the same.