Research Tool Clause Samples

A Research Tool clause defines the terms under which research tools—such as materials, software, or methodologies—developed or used during a project may be accessed, shared, or utilized by the parties involved. Typically, this clause outlines ownership rights, permitted uses, and any restrictions on distribution or commercialization of these tools. For example, it may specify that a university retains ownership of a developed assay but allows collaborators to use it for non-commercial research. The core function of this clause is to clarify rights and responsibilities regarding research tools, thereby preventing disputes and facilitating smooth collaboration.
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Research Tool. The term “Research Tool” shall mean a Licensed Product, Licensed Process or Licensed Biological Material that is designed and developed solely for use in performing basic research including, without limitation, basic research having as its primary purpose understanding the biology or pathology of cells or cell lines and diseases or disorders affecting them, or education purposes, and not for Commercial Drug Development purposes. “Commercial Drug Development” includes the following activities: (a) any human clinical use or veterinary use (including, without limitation, therapeutic, prophylactic or diagnostic use); (b) any screening of compound libraries; (c) any development, manufacture or provision of any commercial pharmaceutical, healthcare or consumer products, processes or services; or (d) any provision of services related to the above (a)-(c).
Research Tool. The term “Research Tool” shall mean any Technology which is designed or utilized for basic research purposes or internal drug discovery purposes and which is not utilized to produce, or incorporated into, a product.
Research Tool. The term “Research Tool” shall mean any TSRI Technology which meets all three of the following criteria: (i) its primary usefulness is as a tool for discovery, and it is a broad, enabling invention that will be useful to many scientists (and not mainly to perform the research, or to develop the Products or the Processes, under the Research Project); and (ii) it is not used to produce a Product or incorporated into a Product; and (iii) it is not used to perform a Process. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission