Transferred Materials Sample Clauses

Transferred Materials. The Transferred Materials are usable in the ordinary course of business, subject to their respective shelf life and customary wear and tear, and with respect to such Transferred Materials that is finished product inventory for use in Clinical Studies that complies with GMP, such Transferred Materials: (a) were manufactured, stored and to the extent packaged and labeled, packaged and labeled in accordance with the specifications for the Acquired Product, good manufacturing practices and applicable Law in all material respects; (b) are not adulterated or misbranded and, to the Knowledge of Seller, is not damaged or obsolete; (c) are not held on consignment; and (d) have been tested in accordance with established protocol sufficient to release the Acquired Product.

Transferred Materials. (a) All inventory of Acquired Molecules and Acquired Products, (b) all inventory of all raw materials and lab supplies specific to making the Acquired Molecules and Acquired Products, all work-in-progress related thereto, and all clinical samples and packaging materials specifically related to the Acquired Molecules and Acquired Products, (c) the non-clinical samples related to the Acquired Molecules and Acquired Products as agreed to by the Parties in accordance with the Transfer Plan, and (d) [**], in each case ((a) through (d)), in Seller’s possession or control (including such items held by contract manufacturers or other contractors), including all materials set forth on Section 9.1(a)(vii) of the Seller Disclosure Letter (the “Transferred Materials”).

Transferred Materials. Within seven (7) Business Days following the Effective Date, provided that all of the required Transfer Notices have been sent to each of the applicable vendors with copies to AnaptysBio pursuant to Section 3.3.3, AnaptysBio shall pay to Centessa a cash payment of three million U.S. dollars ($3,000,000) to reimburse Centessa for manufacturing costs incurred in connection with the Transferred Materials.

Transferred Materials. Sanofi or its Affiliates Controls the Transferred Materials set forth in Schedule 2.6.1.

Transferred Materials. As soon as practicable after the Effective Date but in no event later than the applicable delivery date that is set forth on Exhibit E, TESARO shall provide to Licensee (i) the quantities of non-clinical use materials (e.g., to enable technology transfer and conduct stability studies), and (ii) Bulk Product and/or Primary Packaged Product, in each case as listed in Exhibit E (collectively, the “Initial Materials”). Upon Licensee’s written request and to the extent TESARO is reasonably able to fulfill such request, TESARO shall provide to Licensee such additional quantities of non-clinical use materials reasonably necessary for the Development, Manufacture or Commercialization of the Licensed Compound and Products in the Licensed Territory (the “Additional Materials,” and together with the Initial Materials, the “Transferred Materials”). All Transferred Materials shall be provided at [***], which shall be promptly reimbursed by Licensee. Exhibit E sets forth the cost to be paid by Licensee for the Initial Materials. The Initial Materials set forth in Exhibit E to be used in the first human clinical trial in Japan will be subject to the clinical Supply Agreement and related quality agreement to be agreed pursuant to Section 5.9.1, except that the supply cost for such materials shall be [***]. Upon receipt of any request for Additional Materials from Licensee, TESARO shall promptly provide to Licensee the cost information for such Additional Materials. The Transferred Materials provided by TESARO hereunder shall not be used by Licensee for any purpose other than the Development, Manufacture or Commercialization of the Licensed Compounds and the Products in the Licensed Territory in accordance with this Agreement.

Transferred Materials. Schedule 2.6-A of this Amendment is added to Schedule 2.6 of this of the Agreement. This Amendment is executed by the authorized representatives of the Parties as of the Amendment Effective Date written above.

Transferred Materials. Owner shall make available to Manager, without charge, all equipment, materials, inventory, software, records, social media accounts, trademarks, logos, other intellectual properties, and other tangible or intangible properties that were used in connection with SDCSMP’s prior management or operation of the Park and that were subsequently transferred to Owner, for Manager’s use in connection with its management and operation of the Park. Owner is responsible for developing and maintaining the SMMA Operations Manual and shall provide timely notice of any changes of operations practices or procedures, or changes respecting the SMMA Operations Manual to Manager; provided, however, any provision in the SMMA Operations Manual that pertains to or otherwise affects Manager in any manner shall not be amended, revised, supplemented, or restated without Manager’s prior written consent, unless such changes are required by law.

Transferred Materials. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT

Transferred Materials. As part of this Agreement, PALCI has caused to be delivered to Member Library the Research Materials listed in Exhibit C, “Transferred Materials,” which will form part of the Member Library’s Member Contribution to the Distributed Serials Archive. While this Agreement is in place, ownership of these Materials may follow one of the following options, depending on the wishes, needs, and regulations of the Member Library from which the Materials originate, the Member Library receiving the Materials, and PALCI: Option 1: Upon transfer to the Member Library, Transferred Materials shall become property of the receiving Member Library. Receiving Member Library shall retain ownership and title to the Materials. While this Agreement is valid, the receiving Member Library shall not sell, discard, donate, or otherwise relinquish ownership or control of any of the Materials except to transfer Completing Title Holdings to another PALCI Library of Record. Option 2: The Member Library transferring the Materials retains ownership, providing the Member Library receiving the Materials as a long-term loan. This loan is valid for the period of this Agreement. Upon termination of this Agreement, Materials will be returned to the Member Library of origination. While this Agreement is valid, the Member Library from which the Materials originate shall not sell, discard, donate, or otherwise relinquish ownership or control of any of the Materials. Option 3: The originating Member Library and the receiving Member Library may agree to sell the Materials to the receiving Library, at fair market value. Ownership of the Materials will then be transferred from the originating Member Library to the receiving Member Library.