Use and Transfer Sample Clauses
The 'Use and Transfer' clause defines how a party may utilize and transfer rights or assets covered by the agreement. It typically outlines the permitted uses of intellectual property, data, or other resources, and specifies whether and under what conditions these rights can be assigned, sublicensed, or otherwise transferred to third parties. This clause ensures that both parties understand the boundaries of their rights and obligations, preventing unauthorized use or transfer and thereby protecting the interests of the original owner or licensor.
Use and Transfer. Upon request by the Government prior to or within sixty (60) days after the effective date of termination, you will make available to Government a complete and secure (i.e. encrypted and appropriately authenticated) file of Data in a format to be agreed at the time including all schematics and transformation definitions and/or delimited text files with documented, detailed schematic definitions along with attachments in their native format.
Use and Transfer. Licensee acknowledges and agrees, and shall cause its Sublicensees to acknowledge and agree, that it shall not at any time prior to the earlier of the expiration of the Term and such time as the Immune Modulator is not covered by a Valid Claim in a particular country:
(i) use Immune Modulator for any purpose other than the purposes as set forth in this Agreement in such country;
(ii) except as otherwise contemplated by this Agreement, distribute, transfer, or provide access to Immune Modulator to any third party in such country;
(iii) subject to Licensee’s Existing IP, alter or in any way modify any DNA sequence in Immune Modulator in such country; provided, however, that this clause (iii) shall not in any way limit the right of Licensee, its Affiliates and Licensee’s and its Affiliates’ sublicensees to use or exploit Licensee’s Existing IP or in any way compromise, limit, qualify or otherwise restrict the rights of Licensee and its Affiliates in and to Licensee’s Existing IP; or
(iv) seek to obtain intellectual property protection for the Immune Modulator in such country.
Use and Transfer. The receiving Party shall use Materials/Data solely for the purpose of performing the Collaborative Research and solely by the Investigator or other designated faculty, employee, fellow, student or agent of the receiving Party that has a need to use the Materials/Data in connection with the Collaborative Research and whose obligations are consistent with the terms of this Agreement. Materials/Data shall not be used for commercial purposes, or in research that is subject to obligations to any third party, other than obligations to the U.S. government resulting from research that is funded by the U.S. government. MATERIALS WILL NOT BE USED IN HUMANS. The receiving Party shall not transfer Materials/Data to any other person or entity without the providing Party’s prior written consent. The Parties agree to transfer and use Materials/Data in compliance with all laws and regulations, including but not limited to, current EPA, FDA, USDA and NIH guidelines. Each transferring Party represents and warrants to the receiving Party that it has the necessary rights, permission and consents to transfer the Materials and Data to the receiving Party. The Parties agree to establish appropriate administrative, technical and physical safeguards to prevent unauthorized use of or access to Materials/Data and comply with any other special requirements relating to safeguarding as may be set forth in Exhibit B.
Use and Transfer of AbSci Materials in the Scale-Up Test, Technology Development Agreement and Commercialization Agreement Projects.
Use and Transfer arrangements in relation to infrastructure