Common use of Transfer of Materials Clause in Contracts

Transfer of Materials. In the event of termination of this Agreement by AstraZeneca pursuant to Section 21.3, 21.4 or 21.6 or by Avanir pursuant to Section 21.5, (a) a copy of any and all documentation and data owned or controlled by AstraZeneca and in tangible form at the time of termination of the Agreement that has been generated with respect to Licensed Compounds, Licensed Products, their respective manufacture and that which is necessary to enable Avanir to continue development of a Licensed Product and the commercialisation thereof (collectively, the "ASTRAZENECA PRODUCT DATA"), shall be provided to Avanir, and Avanir may use such AstraZeneca Product Data at its discretion on a non-exclusive basis, but only to the extent necessary to enable Avanir to continue development of and to commercialise a Licensed Product, and (b) if such termination occurs after a Licensed Product has received Health Registration Approval (including price approval, if applicable), AstraZeneca shall, if permitted under local laws and regulations, promptly transfer to Avanir at Avanir's cost and expense any and all Health Registration Approvals obtained for the Licensed Products as well as any and all Regulatory Documentation and regulatory applications submitted to Health Authorities for the Licensed Product, provided that Avanir shall indemnify and hold harmless AstraZeneca and its Affiliates, Distributors and Sublicensees from any Losses with respect to the use of the AstraZeneca Product Data or the Exploitation of Licensed Compounds or Licensed Products under such Health Registration Approvals pursuant to Article 17 and any such AstraZeneca Product Data shall be subject to the confidentiality obligations set forth in Article 14. Avanir shall pay to CONFIDENTIAL TREATMENT REQUESTED AstraZeneca, in consideration for the foregoing transfer of the AstraZeneca Product Data and, if applicable, the Health Registration Approvals and other Regulatory Documentation following termination by AstraZeneca in a situation where AstraZeneca considers termination of this Agreement reasonably necessary in order to ***, or, under the specific circumstance where upon termination at any time following completion of a ***, a royalty of *** percent (***%) of Net Sales (provided that, for purposes of this Section 21.7.2, references to AstraZeneca in such definition shall be deemed to be references to Avanir) of each Licensed Product Exploited by or on behalf of Avanir, its Affiliates or sublicensees from the First Commercial Sale of each such Licensed Product in a country until the *** anniversary of such First Commercial Sale in such country.

Transfer of Materials. In the event of termination of this Agreement by AstraZeneca If applicable pursuant to Section 21.3the then current Collaboration Plan and on a Program-by-Program basis, 21.4 or 21.6 or in order to facilitate the activities contemplated under the Collaboration Plan, one Party shall provide the other Party with sufficient quantities of certain physical Materials as set forth in the Collaboration Plan and other Materials as such Party may provide from time to time under this Agreement. Except as otherwise expressly set forth in this Agreement, all such Materials delivered to one Party by Avanir pursuant to Section 21.5, (a) a copy of any and all documentation and data owned or controlled by AstraZeneca and in tangible form at the time of termination other Party will remain the sole property of the Agreement that has been generated with respect delivering Party, will be used only as specified in the Collaboration Plan and shall not be reverse engineered, deconstructed or analyzed in any way except as expressly permitted in the Collaboration Plan. The receiving Party shall not transfer, deliver or disclose any such Materials, or any derivatives, analogs, modifications or components thereof, to Licensed Compoundsany Third Party without the prior written approval of the other Party, Licensed Productsexcept to subcontractors performing any activities as contemplated in the Collaboration Plan under written conditions as restrictive as those set forth herein, their respective manufacture and that which is necessary to enable Avanir to continue development of a Licensed Product and the commercialisation thereof (collectively, the "ASTRAZENECA PRODUCT DATA"), shall be provided to Avanir, and Avanir may use such AstraZeneca Product Data at its discretion on a non-exclusive basis, but only to the extent necessary to enable Avanir to continue development of Sublicensees and to commercialise a Licensed Product, and (b) if such termination occurs after a Licensed Product has received Health Registration Approval (including price approval, if applicable), AstraZeneca shall, if permitted under local laws and regulations, promptly transfer to Avanir at Avanir's cost and expense any and all Health Registration Approvals obtained for the Licensed Products as well as any and all Regulatory Documentation and regulatory applications submitted to Health Authorities for the Licensed purpose of carrying out the development and commercialization of Collaboration Compound and Product, provided that Avanir shall indemnify and hold harmless AstraZeneca and its Affiliates, Distributors and Sublicensees from . The receiving Party will use the Materials supplied under this Agreement with appropriate caution in any Losses with respect experimental work as not all of their characteristics may be known. The delivering Party will provide to the use of other Party the AstraZeneca Product Data or the Exploitation of Licensed Compounds or Licensed Products under such Health Registration Approvals pursuant to Article 17 and any such AstraZeneca Product Data shall be subject to the confidentiality obligations set forth in Article 14. Avanir shall pay to CONFIDENTIAL TREATMENT REQUESTED AstraZeneca, in consideration most current material safety data sheet for the foregoing Materials upon transfer of the AstraZeneca Product Data andany Materials, if applicableavailable. Roche will deliver Materials to Hookipa under DAP Hookipa Vienna or Hookipa’s designee), Incoterms® 2020. Hookipa will provide to Roche prior to Material deliveries all the Health Registration Approvals necessary import documentation including but not limited to licenses and other Regulatory Documentation following termination permissions. Hookipa will deliver Materials to Roche under DAP (Roche Basel or Roche’s designee), Incoterms® 2020. Certain information has been excluded from this agreement (indicated by AstraZeneca in a situation where AstraZeneca considers termination of this Agreement reasonably necessary in order to “[***]”) HOOKIPA PHARMA INC. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. At the end of the Collaboration Term for a Program, orany unused Materials supplied by one Party hereunder and any derivatives, under analogs, modifications or components thereof shall be, at the specific circumstance where upon termination delivering Party’s option, either returned to or destroyed at any time following completion of a ***, a royalty of *** percent (***%) of Net Sales (provided that, for purposes of this Section 21.7.2, references to AstraZeneca the receiving Party’s cost in such definition shall be deemed to be references to Avanir) of each Licensed Product Exploited accordance with instructions by or on behalf of Avanir, its Affiliates or sublicensees from the First Commercial Sale of each such Licensed Product in a country until the *** anniversary of such First Commercial Sale in such countrydelivering Party.

Transfer of Materials. In AGTC shall provide to LICENSEE the event Materials to the extent not already transferred under the Collaboration Agreement. Prior to the commencement of termination Manufacturing of any Product by LICENSEE, AGTC shall transfer to LICENSEE, at LICENSEE’s request, any Materials specific to such Product and reasonable quantities of Materials that are not specific to such Product that are necessary or useful to enable LICENSEE to practice its license and rights under this Agreement. LICENSEE shall, subject to the terms and retained rights included in the Existing License Agreements as set forth in Section 4.4, have sole ownership of the Materials delivered to LICENSEE under this Section 4.3, or, if AGTC cannot transfer ownership of such Materials to LICENSEE, AGTC shall, and hereby does, transfer to LICENSEE all of AGTC’s right, title and interest in and to such Materials. All Materials shall be used only in the fulfillment of obligations or exercise of rights under this Agreement and solely under the control of LICENSEE, shall not be used or delivered by AstraZeneca pursuant the LICENSEE to Section 21.3, 21.4 or 21.6 or by Avanir pursuant to Section 21.5, (a) a copy for the benefit of any and all documentation and data owned Third Party (other than a permitted subcontractor or controlled by AstraZeneca and in tangible form at Sublicensee) without the time prior written consent of termination of the Agreement that has been generated AGTC, and, except with respect to Licensed Compounds, Licensed Products, their respective manufacture and that which is necessary any Materials provided by AGTC to enable Avanir to continue development of the LICENSEE hereunder for use in a Licensed Product and the commercialisation thereof (collectively, the "ASTRAZENECA PRODUCT DATA")Clinical Trial, shall not be provided to Avanir, and Avanir may use such AstraZeneca Product Data at its discretion on a non-exclusive basis, but only to the extent necessary to enable Avanir to continue development of and to commercialise a Licensed Product, and (b) if such termination occurs after a Licensed Product has received Health Registration Approval (including price approval, if applicable), AstraZeneca shall, if permitted under local laws and regulations, promptly transfer to Avanir at Avanir's cost and expense any and all Health Registration Approvals obtained for the Licensed Products as well as any and all Regulatory Documentation and regulatory applications submitted to Health Authorities for the Licensed Product, provided that Avanir shall indemnify and hold harmless AstraZeneca and its Affiliates, Distributors and Sublicensees from any Losses with respect to the use of the AstraZeneca Product Data used in research or the Exploitation of Licensed Compounds or Licensed Products under such Health Registration Approvals pursuant to Article 17 and any such AstraZeneca Product Data shall be subject to the confidentiality obligations set forth in Article 14testing involving CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Avanir shall pay to CONFIDENTIAL TREATMENT REQUESTED AstraZeneca, in consideration for the foregoing transfer of the AstraZeneca Product Data and, if applicable, the Health Registration Approvals and other Regulatory Documentation following termination by AstraZeneca in a situation where AstraZeneca considers termination of this Agreement reasonably necessary in order to TRIPLE ASTERISKS [***] DENOTE OMISSIONS. human subjects, or, unless expressly agreed. All Materials supplied under the specific circumstance where upon termination at any time following completion of a ***, a royalty of *** percent (***%) of Net Sales (provided that, for purposes of this Section 21.7.24.3 are supplied “as is”, references to AstraZeneca with no warranties of fitness for a particular purpose and must be used with prudence and appropriate caution in such definition any experimental work, since not all of their characteristics may be known. The transfer of Materials under this Section 4.3 shall be deemed to be references to Avanir) of each Licensed Product Exploited by or on behalf of Avanir, its Affiliates or sublicensees from the First Commercial Sale of each such Licensed Product in a country until the *** anniversary of such First Commercial Sale in such countryconducted at AGTC’s expense.

Transfer of Materials. In the event of termination of this Agreement by (i) AstraZeneca pursuant to Section 21.320.3, 21.4 20.4 or 21.6 20.6; or (ii) Palatin in the event of a material breach by Avanir AstraZeneca pursuant to Section 21.520.5; or (iii) Palatin pursuant to Section 20.9, (a) a copy of any and all documentation and data (including regulatory documentation and filings) owned or controlled by AstraZeneca and in tangible form at the time of termination of the Agreement that has been generated with respect to Licensed Agreement Compounds, Licensed Products, their respective manufacture Manufacture and that which is reasonably necessary or useful to enable Avanir Palatin to continue development of a to Exploit the Licensed Product and the commercialisation thereof Products (collectively, the "ASTRAZENECA PRODUCT DATA"“AstraZeneca Product Data”), shall be provided to AvanirPalatin, and Avanir Palatin may use such AstraZeneca Product Data at its discretion on a non-exclusive basis, but only to the extent reasonably necessary or useful to enable Avanir Palatin to continue development of and to commercialise a Exploit the Licensed ProductProducts, and (b) if such termination occurs after a Licensed Product has received Health Registration Approval (including price approval, if applicable), AstraZeneca shall, if permitted under local laws and regulations, promptly transfer to Avanir Palatin at Avanir's Palatin’s cost and expense (except in the case of the material breach of AstraZeneca) any and all Health Registration Approvals obtained for the Licensed Products as well as any and all Regulatory Documentation and regulatory applications submitted to Health Authorities for the Licensed Product, provided that Avanir Palatin shall indemnify and hold harmless AstraZeneca and its Affiliates, Distributors and Sublicensees from any Losses with respect to the use of the AstraZeneca Product Data or and the Exploitation of Licensed Agreement Compounds or Licensed Products under such Health Registration Approvals pursuant to Article 17 19 and any such AstraZeneca Product Data shall be subject to the confidentiality obligations set forth in Article 1413. Avanir Palatin shall pay to CONFIDENTIAL TREATMENT REQUESTED AstraZeneca, in consideration for the foregoing transfer of the AstraZeneca Product Data and, if applicable, the Health Registration Approvals and other Regulatory Documentation following termination by AstraZeneca in a situation where AstraZeneca considers termination of this Agreement reasonably necessary in order to ***termination, or, under the specific circumstance where upon termination at any time following completion of a ***, a royalty of *** percent (***%) of Net Sales (provided that, for purposes of this Section 21.7.220.7.1, references to AstraZeneca in such definition shall be deemed to be references to Avanir) Palatin), subject to all offsets and reductions herein mutatis mutandis of each Licensed Product Exploited by or on behalf of AvanirPalatin, its Affiliates or sublicensees from the First Commercial Sale of each such Licensed Product in a country until the *** anniversary of such First Commercial Sale in such country.

Transfer of Materials. In AGTC shall provide to LICENSEE the event Materials to the extent not already transferred under the Collaboration Agreement. Prior to the commencement of termination Manufacturing of any Product by LICENSEE, AGTC shall transfer to LICENSEE, at LICENSEE’s request, any Materials specific to such Product and reasonable quantities of Materials that are not specific to such Product that are necessary or useful to enable LICENSEE to practice its license and rights under this Agreement. LICENSEE shall, subject to the terms and retained rights included in the Existing License Agreements as set forth in Section 4.4, have sole ownership of the Materials delivered to LICENSEE under this Section 4.3, or, if AGTC cannot transfer ownership of such Materials to LICENSEE, AGTC shall, and hereby does, transfer to LICENSEE all of AGTC’s right, title and interest in and to such Materials. All Materials shall be used only in the fulfillment of obligations or exercise of rights under this Agreement and solely under the control of LICENSEE, shall not be used or delivered by AstraZeneca pursuant the LICENSEE to Section 21.3, 21.4 or 21.6 or by Avanir pursuant to Section 21.5, (a) a copy for the benefit of any and all documentation and data owned Third Party (other than a permitted subcontractor or controlled by AstraZeneca and in tangible form at Sublicensee) without the time prior written consent of termination of the Agreement that has been generated AGTC, and, except with respect to Licensed Compounds, Licensed Products, their respective manufacture and that which is necessary any Materials provided by AGTC to enable Avanir to continue development of the LICENSEE hereunder for use in a Licensed Product and the commercialisation thereof (collectively, the "ASTRAZENECA PRODUCT DATA")Clinical Trial, shall not be provided to Avanirused in research or testing involving human subjects, unless expressly agreed. All Materials supplied under this Section 4.3 are supplied “as is”, with no warranties of fitness for a particular purpose and Avanir must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may use such AstraZeneca Product Data at its discretion on a non-exclusive basis, but only to the extent necessary to enable Avanir to continue development be known. The transfer of and to commercialise a Licensed Product, and (b) if such termination occurs after a Licensed Product has received Health Registration Approval (including price approval, if applicable), AstraZeneca shall, if permitted Materials under local laws and regulations, promptly transfer to Avanir at Avanir's cost and expense any and all Health Registration Approvals obtained for the Licensed Products as well as any and all Regulatory Documentation and regulatory applications submitted to Health Authorities for the Licensed Product, provided that Avanir shall indemnify and hold harmless AstraZeneca and its Affiliates, Distributors and Sublicensees from any Losses with respect to the use of the AstraZeneca Product Data or the Exploitation of Licensed Compounds or Licensed Products under such Health Registration Approvals pursuant to Article 17 and any such AstraZeneca Product Data this Section 4.3 shall be subject to the confidentiality obligations set forth in Article 14. Avanir shall pay to CONFIDENTIAL TREATMENT REQUESTED AstraZeneca, in consideration for the foregoing transfer of the AstraZeneca Product Data and, if applicable, the Health Registration Approvals and other Regulatory Documentation following termination by AstraZeneca in a situation where AstraZeneca considers termination of this Agreement reasonably necessary in order to ***, or, under the specific circumstance where upon termination conducted at any time following completion of a ***, a royalty of *** percent (***%) of Net Sales (provided that, for purposes of this Section 21.7.2, references to AstraZeneca in such definition shall be deemed to be references to Avanir) of each Licensed Product Exploited by or on behalf of Avanir, its Affiliates or sublicensees from the First Commercial Sale of each such Licensed Product in a country until the *** anniversary of such First Commercial Sale in such countryAGTC’s expense.