BN Materials definition

BN Materials means all tangible materials (including documents) in the possession of and to the extent that they are Controlled by BN and/or its Affiliate(s) as of the Effective Date or thereafter during the Term that are necessary or reasonably useful for the Development, manufacture, use and/or Commercialization of Products in the Field. For clarity, subject to and to the extent as provided in Section 16.8, the use of “Affiliate” in this definition shall exclude any Acquirer of BN.

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BN Materials means the Multivalent MVA-BN Vector, as well as other biological, chemical, mechanical and other physical materials of BN (and its Affiliates and Sublicensees) that are transferred or otherwise used in performing the activities hereunder, as well as those Program Materials made solely by employees of BN (and its Affiliates and Sublicensees) in performing the activities hereunder but explicitly excludes the Monovalent Ad26 ZEBOV Vector, a Monovalent Adenovirus Vector, a Multivalent Adenovirus Vector and/or any Multivalent Ad26 Vector which shall be Crucell Materials. As used herein, BN Materials shall include BN’s interest in any Program Materials, including BN’s interest in any Joint Program Materials.

BN Materials means (a) the MVA-BN Vector and Derivatives thereof; (b) the HPV MVA-BN Vectors and Derivatives thereof; (c) biological, chemical or other physical materials acquired or invented by BN outside of this Agreement but used in performing the activities hereunder; and (d) biological, chemical or other physical materials discovered or invented solely by BN in performing the activities hereunder; all of (a), (b), (c), and (d) explicitly excluding the Ad Vector and Derivatives thereof, the Ad26 Vector and Derivatives thereof, the HPV Ad Vector and Derivatives thereof, the HPV Ad26 Vector and Derivatives thereof, and any material including or containing a ▇▇▇▇▇▇▇ HPV Antigen.

Examples of BN Materials in a sentence

• BMS acknowledges that, except for any Products supplied and paid for under the Supply Agreement, all BN Materials provided under this Agreement are, unless otherwise agreed in writing, provided as is and are experimental in nature and are provided without any warranty of merchantability, fitness for any purpose or any other warranty.

• BN shall only be required to transfer to BMS the BN Materials identified in Exhibit D.

• To the extent that BN transfers to BMS any BN Materials, such materials shall be used solely for the purposes of this Agreement and for no other purpose whatsoever.

• BMS shall, at BN’s option, return, or destroy such BN Materials on termination or expiry of this Agreement.

• In connection with any such sublicensing, BMS may disclose and provide to such permitted Sublicensees any applicable BN Know-How and BN Materials in connection therewith.

• To the extent that BMS has been provided with the same, upon termination for any reason, BMS shall, subject to Section 12.7(l), at BN’s option and in accordance with BN’s written instructions, either destroy or return to BN all BN Materials provided to BMS including any master and working seed banks provided to BMS by or on behalf of BN.

• In particular BMS shall not incorporate any part of the BN Materials in any other materials or products.

• In addition, each Party further agrees to use Commercially Reasonable Efforts to without undue delay Notify the other Party of any and all communications to and from Governmental Authorities relating to the safety of any of the BN Materials, ▇▇▇▇▇▇▇ Materials being used in Development or Commercialization hereunder or Joint Program Materials, and agrees to consult without undue delay to resolve any such concerns with such Governmental Authorities.