Common use of Research Tools Clause in Contracts

Research Tools. (a) During each Research Term, each Party or its designee (the “Research Tool Disclosing Party”) may transfer to the other Party or its designee (the “Research Tool Receiving Party”) certain control molecules, recombinant proteins, cell lines, assays or other research related Materials (“Research Tools”) as necessary for the Research Tool Receiving Party to perform its assigned activities under each Research Program as expressly set forth in each Research Plan. (b) RESEARCH TOOLS SUPPLIED BY THE RESEARCH TOOL DISCLOSING 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 RESEARCH TOOL DELIVERED PURSUANT TO THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. THE RESEARCH TOOL RECEIVING PARTY WILL HANDLE THE RESEARCH TOOL ACCORDINGLY AND WILL INFORM THE RESEARCH TOOL DISCLOSING PARTY IN WRITING OF ANY ADVERSE EFFECTS EXPERIENCED BY PERSONS HANDLING THE RESEARCH TOOL. (c) The Research Tool Receiving Party acknowledges that, except for the licenses and other express rights granted herein, it does not have any claim to the Research Tools supplied by the Research Tool Disclosing Party, or any license or rights to any proprietary information or intellectual property rights in or to the Research Tools. For clarity, the Research Tools (and any intellectual property rights, including Patents, relating thereto) shall remain the sole and exclusive property of the Research Tool Disclosing Party and shall be returned or destroyed at the request of the Research Tool Disclosing Party. (d) The Research Tool Receiving Party agrees that the Research Tool(s): (1) will be used solely for, and in compliance with, the Research Plan; (2) will be used in compliance with all Applicable Laws; (3) will not be used in human subjects, in clinical studies, or for diagnostic purposes involving human subjects; (4) will not be used in animals intended to be kept as domestic pets; (5) will be used only by the Research Tool Receiving Party and only in the Research Tool Receiving Party’s laboratory, except with the prior written consent of the Research Tool Disclosing Party; (6) will not be transferred to a Third Party without the prior written consent of the Research Tool Disclosing Party; and (7) the Research Tool Receiving Party shall not reverse engineer or attempt to determine the chemical structure, 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 Research Tools except as may be necessary to carry-out Research Tool Receiving Party’s obligations hereunder, including its activities pursuant to each Research Plan. (e) The Research Tool Receiving Party assumes all liability for damages which may arise from its use, storage or disposal of the Research Tools. The Research Tool Disclosing Party shall not be liable to the Research Tool Receiving Party for any loss, claim or demand made by the Research Tool Receiving Party, or made against the Research Tool Receiving Party by any Third Party, due to or arising from the use of the Research Tools, except to the extent permitted by Applicable Law when caused by the negligence or willful misconduct of the Research Tool Disclosing Party. Upon termination of each Research Program, except for any continuing rights as set forth in this Agreement, the Research Tool Receiving Party shall discontinue its use of any Research Tools and shall, upon direction of the Research Tool Disclosing Party, return or destroy (and certify destruction of) any remaining Research Tools in compliance with all Applicable Laws.