Tumor Xenograft Samples. The Parties agree that the ownership and use of any “Tumor Xenograft Samples” (as defined in the Hedgehog Agreement) transferred by Curis to Genentech shall be governed by the Hedgehog Agreement.
Tumor Xenograft Samples. Subject to receipt of the payment described in Section 8.9(c), Curis shall transfer to Genentech any and all Tumor Xenograft Samples in Curis’ possession as of the Effective Date and during the period running from the Effective Date until June 11, 2005. Curis hereby grants to Genentech a non-exclusive, fully paid-up, perpetual license, without the right to sublicense, to make and use the Tumor Xenograft Samples for any and all research purposes, including, without limitation, research in fields that are outside the scope of the Research Plan. For purposes of this Agreement, “Tumor Xenograft Samples” shall mean all tumor xenograft samples derived from primary tumor tissue samples that Curis currently has in its possession or obtains in the future, until June 11, 2005. For clarity, Tumor Xenograft Samples include, but are not limited to (i) tumor xenograft samples that have been or will be transferred to Genentech by Curis during the Research Program and in accordance with the Research Plan; and (ii) any additional tumor xenograft samples that are in Curis’ possession between the effective date of this Amendment and June 11, 2005, that do not fall within the scope of the Research Plan. With respect to the Tumor Xenograft Samples described in (ii) above, Curis will have sole discretion regarding the number of Tumor Xenograft Samples it derives from tissues as well as the sources of tissue supply and the rate at which the Tumor Xenograft Samples are derived. Curis shall supply such Tumor Xenograft Samples in the form of frozen vials of cells which shall be limited to five (5) vials per Tumor Xenograft Sample, each vial to contain an appropriate amount of tissue necessary for reconstitution by Genentech. Curis agrees to use all reasonable means to assist Genentech in the establishment of viable tumors from the shipped material. Genentech understands that the Tumor Xenograft Samples may be contaminated with highly infectious agents and should be handled accordingly. Genentech agrees to comply with all OSHA regulations for handling human specimens with respect to the Tumor Xenograft Samples. In addition, Genentech agrees to supply a written confirmation of receipt of shipment for each Tumor Xenograft Sample that is transferred to Genentech. The Parties agree that the Tumor Xenograft Samples are provided on an “as is” basis and that Curis cannot warranty that the Tumor Xenograft Samples will be viable or conform to any specification or requirement. Absent a separa...
Tumor Xenograft Samples. In consideration of the license granted under Section 7.1(f), Genentech shall pay Curis a one-time payment of one hundred thousand dollars ($100,000) within ten (10) days of the effective date of the First Amendment to this Agreement.
