Common use of University Materials Clause in Contracts

University Materials. During the Research, University may transfer the materials specified in Exhibit B to Non-Profit Entity. Such materials together with all progeny, derivatives and modifications thereof, whether made by University or Non-Profit Entity, shall be deemed “University Materials” for purposes of this Agreement. University shall retain all right, title and interest, including, but not limited to, intellectual property rights, in and to University Materials. Non-Profit Entity shall use University Materials solely for the purpose of performing the Research. University Materials shall not be used in humans or for testing of humans for any purpose. Non-Profit Entity shall not reverse engineer University Materials or undertake any additional analyses thereof, chemical or biological, including, without limitation, any attempt to determine the composition, formula, structure or properties of University Materials, without the express written permission of University. Non-Profit Entity shall not sell or transfer University Materials to any other person or entity without University’s prior written consent. Non-Profit Entity shall comply with all applicable laws and regulations in the use of University Materials. University’s transfer of the University Materials to Non-Profit Entity shall not constitute a sale thereof or a grant, option or license under any patent or other rights owned or controlled by University. Unless otherwise agreed to by University in writing, within thirty (30) days after the earlier of completion of the Research or termination of this Agreement, Non-Profit Entity shall destroy any University Materials in its possession or control.