Common use of Availability of Materials Clause in Contracts

Availability of Materials. In the event that Company no longer uses commercially reasonable efforts to advance the clinical development of the Product which results in expiration or termination of this Agreement, and an LLS funded academic researcher thereafter requests the opportunity to study the physical materials, research tools and resources developed during or emanating from the Research Program that are reasonably available to Company, Company agrees during the ** year period following expiration or termination of this Agreement to make them available to such academic researcher for non-commercial research, following public disclosure of such materials by Company, which disclosure may include, without limitation, scientific publications, seminar presentations, and publication of patent applications. These materials shall be shared on an “at cost” basis only under a Materials Transfer Agreement (“MTA”) executed between the requesting party (“Transferee”) and Company, provided that such transfer shall occur within ** business days of execution of the MTA. Such MTA shall contain terms customary in the pharmaceutical industry and shall be negotiated in good faith by Company within ** business days following Transferee’s request.