Transfer of Materials. In the event Acceleron exercises its rights pursuant to Section 10.5.1, Celgene shall negotiate in good faith with Acceleron regarding Celgene transferring to Acceleron, at Acceleron’s cost, materials developed under this Agreement in the course of Developing and Commercializing Licensed Compounds or Licensed Products that are directly related to Licensed Compounds or Licensed Products to the extent provided in and in accordance with such agreement.
Transfer of Materials. To facilitate the conduct of activities under the Research Plan or an Additional Research Plan, as applicable, either Party (the “Transferor Party”) may, at its election, provide Materials to the other Party (the “Transferee Party”) solely as mutually agreed by the Parties or as set forth in the Research Plan or any Additional Research Plan. All such Materials (a) will remain the sole property of the Transferor Party, (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Party’s obligations under this Agreement, (c) except as provided in the Research Plan or Additional Research Plan or as otherwise agreed by the Parties, (i) will remain solely under the control of the Transferee Party, (ii) will not be used or delivered by the Transferee Party to or for the benefit of any Third Party, and (iii) will not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that the Transferor Party has identified in a written notice to the Transferee Party as being necessary for the Transferor Party to comply with its obligations to Third Parties with respect to the applicable Material, which notice is provided at or prior to the delivery of such Materials to the Transferee Party. Without limitation to ARTICLE 7, all Materials supplied under this Section 2.1.9 are supplied “as is”, with no warranties of fitness for a particular purpose, and must be used with prudence and appropriate caution in any experimental work, as not all of their characteristics may be known. Following the completion of the activities for which the applicable Materials were supplied under this Section 2.1.9 or upon the Transferor Party’s earlier request, the Transferee Party will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided by the Transferor Party that are unused; provided that Vertex will have the right to retain and continue to use any Materials provided by Company that Vertex has the right to Exploit under the license granted to Vertex pursuant to Section 4.1.1.
Transfer of Materials. For purposes of this Agreement, the Parties anticipate that each Party may transfer certain of its Materials to the other Party. Each Party agrees that it will use such Materials of the other Party only in accordance with the terms and conditions of this Agreement and will not transfer such Materials to any Third Party without the consent of the other Party, except as expressly permitted under this Agreement.
Transfer of Materials. If you cancel a promotion and you receive, or are scheduled to receive, shipment of any goods related to the promotion you will be held responsible at your own expense for the transfer of those goods back to On The Rocks or to the individual who serves as your replacement, as specified by the Booking Agent. Failure to transfer promotional materials may result in legal action to recover any loss associated with the failure to transfer.
Transfer of Materials. As soon as reasonably practicable following the Effective Date, Curis will provide the Materials to Genentech, at no cost to Genentech. Genentech will use the Materials solely for the Collaboration. Genentech shall not sell, transfer, disclose or otherwise provide access to the Materials, any proprietary Curis method or process embodied therein, or any material that could not have been made but for the foregoing, to any person or entity without the prior written consent of Curis, except that Genentech may allow access to the Materials to its employees, agents, sublicensees, Affiliates or subcontractors for purposes consistent with this Agreement. Genentech will take reasonable steps to ensure that such employees, agents and permitted subcontractors will use the Materials in a manner that is consistent with the terms of this Agreement. Genentech understands that the Materials may have unpredictable and unknown biological and/or chemical properties, and that they are to be used with caution. Genentech will use the Materials in compliance with all applicable laws and regulations. For purposes of clarification, Genentech acknowledges and agrees that Curis shall have the right to retain stocks of the Materials (a) for its own use outside the scope of this Agreement and/or (b) for its internal use in connection with research within the scope of this Agreement.
Transfer of Materials. XXXX XXXXXXX herewith transfers Red/ET Recombination Material to Licensee, which are to be used only in accordance with the license grant as set out under section. Licensee is allowed to transfer, sell, distribute, hand over and/or exchange to any third party any Red/ET Recombination Materials. In addition Licensee is not allowed to amplify, propagate or multiply the provided ET Recombination Material unless required to use the Red/ET Recombination Technology.
Transfer of Materials. In the event of early termination of this Agreement for any reason:
Transfer of Materials. Municipality must apply to the Corporation in writing for permission to use a transfer station to transfer Mixed Recyclables or MSW from a curbside collection vehicle to a trailer truck for transport to Corporation facilities. These materials can be transferred only if the Corporation grants permission in writing to do so and all transfers must comply with the Corporation’s Municipal Transfer Policy (Attachment 4).
Transfer of Materials. In the event of termination of this Agreement by (i) AstraZeneca pursuant to Section 20.3, 20.4 or 20.6; or (ii) Palatin in the event of a material breach by AstraZeneca pursuant to Section 20.5; 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 Agreement Compounds, Licensed Products, their respective Manufacture and that which is reasonably necessary or useful to enable Palatin to continue to Exploit the Licensed Products (collectively, the “AstraZeneca Product Data”), shall be provided to Palatin, and 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 Palatin to continue to Exploit the Licensed Products, 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 Palatin at 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 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 and the Exploitation of Agreement Compounds or Licensed Products under such Health Registration Approvals pursuant to Article 19 and any such AstraZeneca Product Data shall be subject to the confidentiality obligations set forth in Article 13. Palatin shall pay to 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, a *** of Net Sales (provided that, for purposes of this Section 20.7.1, references to AstraZeneca in such definition shall be deemed to be references to Palatin), subject to all offsets and reductions herein mutatis mutandis of each Licensed Product Exploited by or on behalf of Palatin, its Affiliates or sublicensees from the First Commercial Sale of eac...
Transfer of Materials. In order to facilitate the Development Plan, either Party may provide to the other Party certain Materials Controlled by the supplying Party (“Transferred Materials”).
