Common use of Use of Materials Clause in Contracts

Use of Materials. Each Party acknowledges and agrees that (a) it will not use any Research Program Materials of the other Party for any purpose other than activities set forth in a Work Plan (or, with respect to Sanofi as the receiving Party within the scope of the Research License, until the applicable Licensed Compound Selection Date, after which Sanofi will be free to use such Research Program Materials for any purpose within the scope of the Development and Commercialization License), (b) it will only use Research Program Materials in compliance with all Applicable Laws, or (c) except as otherwise provided hereunder or in a Work Plan, it will not transfer any Research Program Materials to any Third Party, without the express prior written consent of the other Party, except that Sanofi may, without such consent but subject to the restrictions on transferring or disclosing any Ablynx Platform Know-How as set out, respectively in Sections 2.3.6 and 2.3.8, transfer any Research Program Materials to its sublicensees and (sub)contractors for use within the scope of the Research License, or once applicable, the Development and Commercialization License. At the end of the applicable Research Program Term, each Party will return to the other Party any Research Program Materials of the other Party as to which it does not have continuing rights to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (a) may be experimental in nature or may not have been fully researched, (b) are provided “as is”, (c) may have hazardous properties, and (d) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such Party’s (or its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program Materials will be handled and, where applicable, disposed of (x) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (y) in accordance with all Applicable Laws, including all health and safety at work requirements and applicable regulations relating to work with recombinant materials, and (z) by personnel that are fully trained in relevant procedures.

Use of Materials. Each Party acknowledges and agrees that (a) it will not use any Research Program Materials of the other Party for any purpose other than (i) activities set forth in a Work Plan or (or, ii) with respect to Sanofi Jazz or its Affiliates as the receiving Party Party, other than within the scope of the Research License, until the applicable Licensed Compound Selection Date, after which Sanofi will be free licenses granted to use such Research Program Materials for any purpose within the scope of the Development and Commercialization License)it or them hereunder, (b) it will only use Research Program Materials in compliance with all Applicable Laws, or and (c) except as otherwise provided hereunder or in a Work Plan, it (i) will not reverse engineer, deconstruct or analyze (for the purpose of reverse engineering or deconstruction) any of the Research Program Materials of the other Party but may perform any such activities with respect to any Collaboration Candidate, and (ii) will not transfer or make available any Research Program Materials to any Third Party, Party without the express prior written consent of the other Party (which consent once given for a Third Party shall remain in effect unless and until revoked by the consenting Party), except that Sanofi Jazz or its Affiliates may, without such consent but subject to the restrictions on transferring or disclosing any Ablynx Platform Know-How as set out, respectively in Sections 2.3.6 and 2.3.8consent, transfer any Research Program Materials to its or their sublicensees and (sub)contractors for use within the scope of the Research License, or once applicable, the Development and Commercialization Licenselicenses granted to it hereunder. At the end of the applicable Research Program Term, each Party will return to the other Party any Research Program Materials of the other Party as to which it such Party does not have continuing rights to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (aw) may be experimental in nature or may not have been fully researched, (bx) are provided “as is”, (cy) may have hazardous properties, and (dz) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such Party’s (or its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program Materials will be handled and, where applicable, disposed of (x1) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (y2) in accordance with all Applicable Laws, including all health and safety at work requirements and all applicable regulations relating to work with recombinant materials, and (z3) by personnel that are fully trained in relevant procedures.

Use of Materials. Each In connection with each Research Plan, and subject to the timing and further terms specified in such Research Plan, each Party acknowledges (the “Materials Provider”) may transfer certain Materials to the other Party (the “Materials Receiver”) that are not otherwise delivered under a supply, Material transfer, or other separate agreement between the Parties or their Affiliates. In each such case, the Parties will mutually agree on the terms of such Material transfer. In the event of such transfer, unless otherwise agreed in writing, the Materials Provider shall be responsible for obtaining all necessary approvals or filings as required under Applicable Laws for the exportation of any Materials to the Materials Receiver, and agrees that the Materials Receiver shall be responsible for obtaining all necessary approvals or filings as required under Applicable Laws for their importation and use by the Materials Receiver. The Materials Receiver will use such Materials only for the purposes of conducting the Collaboration Activities under this Agreement and for no other purpose. Without limiting Article 10 (Representations, Warranties and Covenants), (a) it will not use any Research Program such Materials of the other Party for any purpose other than activities set forth in a Work Plan (or, with respect to Sanofi as the receiving Party within the scope of the Research License, until the applicable Licensed Compound Selection Date, after which Sanofi will be free supplied to use such Research Program Materials Receiver “as is” with no warranties, express or implied, and Materials Provider expressly disclaims any warranty of merchantability or fitness for any purpose within the scope of the Development particular purpose, and Commercialization License), (b) it will only the Materials Receiver hereby acknowledges that any such Materials are experimental in nature and may have unknown characteristics and therefore the Materials Receiver agrees to use prudence and reasonable care in the use, handling, storage, transportation and disposition and containment of the Materials. Other than as expressly provided under this Agreement and under the applicable Research Program Materials in compliance with all Applicable Laws, or (c) except as otherwise provided hereunder or in a Work Plan, it will the Materials Provider does not transfer any Research Program Materials to any Third Party, without the express prior written consent of the other Party, except that Sanofi may, without such consent but subject grant to the restrictions on transferring Materials Receiver or disclosing its Affiliates any Ablynx Platform Know-How as set out, respectively rights or licenses in Sections 2.3.6 and 2.3.8, transfer any Research Program or to Materials to its sublicensees and (sub)contractors for use within the scope of the Research License, or once applicable, the Development and Commercialization LicenseProvider’s Materials. At Following the end of the applicable Research Program Term, each Party will return the Materials Receiver must destroy any and all records, copies and other tangible embodiments of Materials specific to the other Party any corresponding Research Program Plan and still in its possession, and shall certify such destruction to the Materials Provider in a written notice within [***] of the end of such applicable Research Term, excluding, for clarity, any Materials in the possession, custody, or control of BMS that incorporate or embody the Licensed Compounds or Licensed Products or other Party as to which it does not have continuing rights to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (a) may be experimental in nature or may not have been fully researched, (b) are provided “as is”, (c) may have hazardous properties, and (d) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such Party’s (or its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program Materials will be handled and, where applicable, disposed of (x) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (y) in accordance with all Applicable Laws, including all health and safety at work requirements and applicable regulations relating to work with recombinant materials, and (z) by personnel that are fully trained in relevant proceduresdeliverables.

Use of Materials. Each Party acknowledges and agrees that (a) it will not use any Research Program Materials of the other Party for any purpose other than (i) activities set forth in a Work Plan or (or, ii) with respect to Sanofi Jazz or its Affiliates as the receiving Party Party, other than within the scope of the Research License, until the applicable Licensed Compound Selection Date, after which Sanofi will be free licenses granted to use such Research Program Materials for any purpose within the scope of the Development and Commercialization License)it or them hereunder, (b) it will only use Research Program Materials in compliance with all Applicable Laws, or and (c) except as otherwise provided hereunder or in a Work Plan, it (i) will not reverse engineer, deconstruct or analyze (for the purpose of reverse engineering or deconstruction) any of the Research Program Materials of the other Party but may perform any such activities with respect to any Collaboration Candidate, and (ii) will not transfer or make available any Research Program Materials to any Third Party, Party without the express prior written consent of the other Party (which consent once given for a Third Party shall remain in effect unless and until revoked by the consenting Party), except that Sanofi Jazz or its Affiliates may, without such consent but subject to the restrictions on transferring or disclosing any Ablynx Platform Know-How as set out, respectively in Sections 2.3.6 and 2.3.8consent, transfer any Research Program Materials to its or their sublicensees and (sub)contractors for use within the scope of the Research License, or once applicable, the Development and Commercialization Licenselicenses granted to it hereunder. At the end of the applicable Research Program Term, each Party will return to the other Party any Research Program Materials of the other Party as to which it such Party does not have continuing rights to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (aw) may be experimental in nature or may not have been fully researched, (bx) are provided “as is”, (cy) may have hazardous properties, and (dz) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such Party’s (or its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Materials will be handled and, where applicable, disposed of (x1) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (y2) in accordance with all Applicable Laws, including all health and safety at work requirements and all applicable regulations relating to work with recombinant materials, and (z3) by personnel that are fully trained in relevant procedures.

Use of Materials. Each To facilitate the performance of activities under the Research Plan, either Party acknowledges and agrees that (a) it will not use any Research Program Materials of may provide to the other Party certain biological materials, chemical compounds, proteins, or cell lines owned by or licensed to the supplying Party for any purpose use by the other than activities Party as set forth in a Work the Research Plan (orsuch materials, with respect to Sanofi as compounds, proteins, or cell lines and any progeny or derivatives thereof, collectively, “Materials”). All Materials shall remain the sole property of the supplying Party, shall be used by the receiving Party within the scope of solely to perform its obligations under the Research LicensePlan or this Agreement or exercise its rights under this Agreement, until shall not be used or delivered to or for the applicable Licensed Compound Selection Date, after which Sanofi will be free to use such Research Program Materials for any purpose within the scope benefit of the Development and Commercialization License), (b) it will only use Research Program Materials in compliance with all Applicable Laws, or (c) except as otherwise provided hereunder or in a Work Plan, it will not transfer any Research Program Materials to any Third Party, except pre-approved Subcontractors in the case of Dyadic, without the express prior written consent of the other supplying Party, except that Sanofi mayand shall not be used in research or testing involving human subjects, without such consent but unless expressly agreed by the supplying Party. Notwithstanding the foregoing, subject to the restrictions on transferring or disclosing any Ablynx Platform Know-How other provisions of this Agreement, each Transformed Cell Line as set out, respectively in Sections 2.3.6 and 2.3.8, transfer any created pursuant to the Research Program Plan will be (i) considered Materials to its sublicensees owned by Xxxxxxx for purposes of this Agreement and (sub)contractors for use within the scope of ii) once transferred to Xxxxxxx, will be used by Xxxxxxx and its Affiliates solely to perform its obligations under the Research LicensePlan or this Agreement or exercise its rights under this Agreement, it being expressly understood that Xxxxxxx’x ownership shall not confer any rights to Develop, Manufacture or once Commercialize the applicable Xxxxxxx Protein in a C1 Expression System without exercising, as applicable, the Development Research License Option or one or more Commercial License Options. The Materials supplied under this Section 2.7 (Research Plan; Materials) are supplied “as is” and Commercialization Licensemust be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. At the end of the applicable Research Program Term, each Each Party will return to acknowledges that the other Party is providing the Materials for investigational use only in in vitro experiments as further set forth in the Research Plan. Without limiting the foregoing, neither Party will reverse engineer, disassemble, compile, or determine the composition of any Research Program Materials of Controlled by the other Party as and provided to which it does not have continuing rights such Party hereunder, except to use as specified hereunder. Each Party receiving any Research Program Materials understands and agrees that such Research Program Materials (a) may be experimental the extent required in nature or may not have been fully researched, (b) are provided “as is”, (c) may have hazardous properties, and (d) are used by it at its own risk and sole liability. Each Party receiving any Research Program Materials further agrees that such order to perform each Party’s (Research Activities or exercise its Affiliate’s, sublicensee’s or (sub)contractor’s) use of any received Research Program Materials will be limited to its (or its Affiliate’s or (sub)contractor’s) premises, and that such Research Program Materials will be handled and, where applicable, disposed of (x) with the highest degree of care with regard to the toxicological and environmental dangers associated therewith, (y) in accordance with all Applicable Laws, including all health and safety at work requirements and applicable regulations relating to work with recombinant materials, and (z) by personnel that are fully trained in relevant proceduresother rights under this Agreement.