Use of Adimab Materials Clause Samples

Use of Adimab Materials. Mersana shall not use Adimab Materials in any way other than pursuant to any license granted to Mersana under this Agreement while such license is in effect (including the licenses granted for Mersana’s activities pursuant to the Validation Program). Among other [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. things, this means that, except pursuant to such a license, Mersana and its Affiliates shall not, without Adimab’s prior written consent, (i) provide Adimab Materials to any Third Party (other than pursuant to Mersana’s exercise of such license for use solely within the scope of such license), or (ii) reverse engineer, carry out chemical analysis on (other than to carry out activities pursuant to this Agreement), sequence or modify the Adimab Materials. During the Validation Program Term: (A) Adimab retains title to the Adimab Materials relating to each Validation Program Target, including all quantities of Validation Program Antibodies that it provides to Mersana; (B) except pursuant to any license granted to Mersana under this Agreement while such license is in effect, such quantities of Validation Program Antibodies are for use by Mersana solely in assessing which Validation Program Antibodies to select as Selected Antibodies; and (C) except pursuant to any license granted to Mersana under this Agreement while such license is in effect, such quantities shall not be used in humans or for any other commercial purpose. Without limiting the generality of the foregoing, Mersana shall not provide Validation Program Antibodies or Validation Program ADCs to any Third Party for the purpose of conducting Antibody discovery.

Use of Adimab Materials. Merrimack shall not use Adimab Materials in any way outside of the Research Program or other than pursuant to the license granted under this Agreement while such license is in effect. Among other things, this means that, except under the Research Program or pursuant to such license, Merrimack shall not: (i) provide Adimab Materials to any Third Party, (ii) sequence or modify the Adimab Materials, or (iii) use sequence information regarding Program Antibodies that constitutes Confidential Information of Adimab and remains subject to the confidentiality restrictions in Article 6 or quantities of Program Antibodies delivered to Merrimack by Adimab or Adimab Materials, in the case of each of the foregoing clauses (i), (ii) and (iii) for any purpose other than to pursue the research, development, manufacture and commercialization of Products and potential Products in accordance with this Agreement. Adimab retains title to the Adimab Materials, including all quantities of Program Antibodies that it provides under the Research Program. Such quantities of Adimab Materials are for use solely in assessing whether to exercise the Option or for research and development activities subsequent to Merrimack’s exercise of the Option within the scope of the resulting license under Section 3.3(b). Such quantities shall not be [**]. Merrimack shall return to Adimab or destroy such quantities on expiration of the Evaluation Term, if Merrimack does not exercise the Option and Adimab requests such return or destruction in writing.

Use of Adimab Materials. Scholar Rock and its Affiliates and Licensees shall only use Adimab Materials (a) as is necessary to conduct a Research Program during the Research Term and the Evaluation Term (or Fibrosis Evaluation Term, as applicable), (b) pursuant to the license granted under Section 3.1(a) (Research License to Scholar Rock) of this Agreement while such license is in effect, or (c) after exercise of the Option, to generate and test Program-Benefited Antibodies in accordance with Section 9.4 (Commitments Regarding Program-Benefited Antibodies). Scholar Rock shall not use Adimab Materials for any other purposes. For clarity, this means that, except as specified pursuant to the foregoing sentence, Scholar Rock shall not (i) [***] or (ii) use any Program-Benefited Antibodies or Adimab Materials, or information related to the composition or sequences thereof (but excluding Target related data), to discover or develop an alternative to any Program Benefited Antibody. For clarity, the “sequence” of an antibody includes the amino acid sequence of the antibody and the corresponding nucleic acid sequences. Adimab acknowledges and agrees that upon receipt of Program Antibodies, Scholar Rock, its Affiliates, Third Party service providers and Scholar Rock Collaborators, and after exercise of the Option, Licensees, may conduct testing on such Program Antibodies to optimize such Program Antibodies. Adimab retains title to the Adimab Materials, including all quantities of Program Antibodies that it provides under a Research Program, including during the Evaluation Term (or Fibrosis Evaluation Term, as applicable). Such quantities of Program Antibodies (i) are for use solely in assessing whether to exercise the Option for such Target; provided, however, that Scholar Rock may use such quantities of Program Antibodies and Program-Benefited Antibodies to compare the performance of Program Antibodies and Program-Benefited Antibodies in various assays against other Program Antibodies and Program-Benefited Antibodies, other antibodies (including commercial and research antibodies), or any other agent, and (ii) shall not be used in humans. Should Scholar Rock not exercise its Option as described in Section 3.2(a) (Option), Scholar Rock shall return to Adimab or destroy any remaining Program-Benefited Antibodies in its possession on expiration of the Evaluation Term (or Fibrosis Evaluation Term, as applicable) for such Target. Without limiting the generality of the foregoing, during the Evalu...

Use of Adimab Materials. Prior to exercise of the applicable Option, ▇▇▇▇▇▇▇▇ and its Affiliates, subject to Section 3.3 (Comparison of Program-Benefited Antibodies to Other Antibodies), will only use Adimab Materials as is necessary to conduct research pursuant to Section 3.1(a) (Research Licenses to ▇▇▇▇▇▇▇▇) and to assess Program-Benefited Antibodies to determine whether to exercise the applicable Option. After exercise of the applicable Option, ▇▇▇▇▇▇▇▇, its Affiliates and Licensees will only use Adimab Materials to generate, research, develop, manufacture, and commercialize Optioned Antibodies and Products. ▇▇▇▇▇▇▇▇ will not use Adimab Materials for any other purposes. ▇▇▇▇▇▇▇▇ will not use physical embodiments of Adimab Materials delivered by Adimab to ▇▇▇▇▇▇▇▇ in humans.

Use of Adimab Materials. During the Research Term and the Evaluation Term, Adagio will only use Adimab Materials delivered to it as is necessary to conduct a Research Program and to assess Program-Benefited Antibodies to determine whether to exercise the Option for such Research Program. After expiration of the Evaluation Term, if Adagio has exercised an Option, Adagio will use only Adimab Materials to generate, research, develop, manufacture, and commercialize Optioned Antibodies and Products. Adagio will not use Adimab Materials for any other purposes. Adagio will not use physical embodiments of Adimab Materials delivered by Adimab to Adagio in humans.