Common use of Delivery of the Materials Clause in Contracts

Delivery of the Materials. 1.1 The Distributing Organisation shall send to the Principal Investigator of the commercial organisation ("Recipient Company") the Materials as provided in the attached Schedule and in a manner consistent with the optimum stability and safe delivery of the Materials. 1.2 The Distributing Organisation shall provide the Recipient Company with any protocols that the Distributing Organisation may have concerning the handling, storage and safety of the Materials. 1.3 The Distributing Organisation shall supply, the Recipient Company, the Materials:- 1.3.1 an individual Bacterial Strain, and/or 1.3.2 a library of bacterial vectors, each vector containing a C. elegans gene, such that the library covers a single C. elegans chromosome, and, or 1.3.3 a set of 6 libraries of bacterial vectors, each vector containing a C. elegans gene, such that the library set covers all 6 chromosomes of the C. elegans genome. 1.4 The Recipient Company will be invoiced for the Materials supplied under clause 1.3 at prevailing market rates as published by the Distributing Organisation. All fees to be payable within thirty (30) days of delivery. 1.5 The sums payable by the Recipient Company under this Clause 1.4 shall be paid free and clear of, and without deduction for and on account of tax, unless the Recipient Company is required by law to make such payment subject to the deduction or withholding of tax, in which case the sum paid by the Recipient Company shall be increased to the extent necessary to ensure that after such deduction or withholding the Distributing Organisation receives an amount equal to the sum which it would have received had no such deduction or withholding been required. 1.6 Where the Recipient Company is required by law to deduct or withhold on account of tax it shall use its best endeavours to obtain from the relevant revenue authorities authorisation to make payment of the sums without such deduction or withholding. The parties undertake to provide all reasonable assistance to each other in obtaining such authorisation and without prejudice to the generality of the foregoing will submit any forms and take any such action as may be reasonably necessary or reasonably requested by the other party for the purpose. 1.7 If the Recipient Company is required to increase the amount of any payment under the provisions of Clause 1.5 as a result of any withholding or deduction required by law and the Distributing Organisation receives any amount by way of repayment of the tax that is so deducted or withheld by the Recipient Company, the Distributing Organisation shall reimburse without interest to the Recipient Company an amount equal to such repayment (less costs and expenses).