Provision Language
Definitions
“AlCana Materials” means the Materials Controlled by AlCana and developed or obtained by AlCana prior to the Effective Date or independent of this Agreement. AlCana Materials includes the Materials identified as AlCana Materials on Exhibit C hereto. Program Materials or Program Developments do not include AlCana Materials.
“AlCana Technology” means any and all Intellectual Property and Patent Rights Controlled by AlCana that are (a) owned, developed or obtained by AlCana prior to the Effective Date or independent of this Agreement, and (b) necessary for the conduct of the Research Program. Program Materials or Program Developments do not include AlCana Technology.
“Alnylam Materials” means the Materials Controlled by Alnylam and developed or obtained by Alnylam prior to the Effective Date or independent of this Agreement. Alnylam Materials includes the Materials identified as Alnylam Materials on Exhibit C hereto. Program Materials or Program Developments do not include Alnylam Materials.
“Alnylam Technology” means any and all Intellectual Property and Patent Rights Controlled by Alnylam that are (a) owned, developed or obtained by Alnylam prior to the Effective Date or independent of this Agreement, and (b) necessary for the conduct of the Research Program. Program Materials or Program Developments do not include Alnylam Technology.
“Background Materials” means the collective reference to AlCana Materials, Alnylam Materials and UBC Materials.
“Background Technology” means the collective reference to AlCana Technology, Alnylam Technology and UBC Technology.
“Materials” means (a) reagents and chemical compounds together with all analogs, formulations, mixtures or compositions thereof, (b) genes, gene fragments, gene sequences, primers, probes, nucleic acids including oligonucleotides of DNA or RNA or combinations thereof, siRNAs, cDNA libraries, plasmids, vectors, expression systems, cells, cell lines, organisms, antibodies, biological substances, fluids, extracts or samples, together with any progeny, variants, fragments and unmodified derivatives or combinations thereof, or (c) other tangible materials or compositions of matter.
“Program Materials” means any and all Materials (a) developed and/or generated by Program Participants under the Research Program during the Research Term or within [**] months of the end thereof or (b) arising out of research conducted under the Research Program during the Research Term or within [**] months of the end thereof with funding provided by Alnylam under this Agreement. Program Materials do not include any Background Materials.
“Program Technology” means any Intellectual Property (a) conceived and/or reduced to practice by Program Participants under the Research Program during the Research Term or within [**] months of the end thereof, or (b) arising out of research conducted under the Research Program during the Research Term or within [**] months of the end thereof with funding provided by Alnylam under this Agreement. Program Technology does not include any Background Technology.
“UBC Materials” means the Materials Controlled by UBC and developed or obtained by UBC prior to April 13, 2009 or independent of this Agreement. UBC Materials includes the Materials identified as UBC Materials on Exhibit C hereto. Program Materials or Program Developments do not include UBC Materials.
“UBC Technology” means any and all Intellectual Property or Patent Rights Controlled by UBC that are (a) owned, developed or obtained by UBC prior to April 13, 2009 or independent of this Agreement, and (b) necessary for the conduct of the Research Program.
3. Research Program. Joint Steering Committee
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3.6 Compliance with Applicable Laws. Each Party agrees to perform its respective obligations under the Research Program and this Agreement in compliance with all applicable laws and regulations. No Party will use the Background Materials transferred to it by another Party or the Program Materials for testing in or treatment of human subjects. Each Party acknowledges that the other Parties’ Background Materials and the Program Materials are experimental, and will comply with all laws and regulations applicable to the handling and use of those Materials.
6.Background Materials and Background Technology
6.1 Use and Transfer of Background Materials and Background Technology. During the Research Term, each Party will provide access to its Background Materials and Background Technology to the other Parties as set forth in the Workplan. All Background Materials provided to another Party shall be accompanied by a transmittal letter substantially in the form of transmittal letter attached as an appendix to the Workplan. Background Materials and Background Technology received from the other Parties will be used by the receiving Party solely for the purpose of conducting the Research Program and will not be provided to any Third Party without the providing Party’s prior written approval.
7. Program Developments and Program Materials
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7.2 Transfer of Program Materials and Program Technology. The Parties will promptly provide all Program Materials and Program Technology to each other as set forth in the Workplan. Unless Alnylam agrees otherwise, at the end of each Contract Quarter during the Research Term UBC and AlCana will provide all Program Technology developed during such Contract Quarter to Alnylam.