Common use of Research Program Materials Clause in Contracts

Research Program Materials. The parties contemplate that each of them will make compounds and/or biological materials available for purposes of the Research Program and that additional compounds may be invented and/or synthesized in the course of the Research Program. In respect of such compounds and/or biological materials, the parties agree as follows: 2.11.1 Compounds or biological materials transmitted by one Party to another pursuant to this Agreement (i) shall be distributed only to the employees of the receiving Party who have a need to receive them to carry out the terms of this Agreement, (ii) shall be used solely for the purposes expressly set forth in this Agreement (iii) subject to 2.11.2, shall be returned promptly to the transmitting Party upon such Party's request and (iv) shall not be disclosed or distributed to any third party without the prior written consent of the Party transmitting such compounds or biological material. 2.11.2 Compounds that are used in the Research Program and are determined not to be Lead Candidates shall be returned to the Party which made such compound available. Ownership of Compounds shall be determined in accordance with the terms of this Agreement, and all such Compounds that are determined not to be Lead Candidates shall revert to the Party or Parties that own(s) such Compounds. Any such Compound which is returned to a Party pursuant to this Section 2.11.2 may not be developed, made, used or sold by such Party, its Affiliates or licensees in the Expanded Field prior to the First Commercial Sale in a Major Market Country of a Licensed Product developed pursuant to this Agreement. Compounds that are determined to be Lead Candidates shall remain available to the Parties for the purposes of the Research Program and shall be subject to the terms of this Agreement.