correct storage of all CUSTOMER Materials according to the terms and conditions
set forth in this Agreement; (b) not to provide CUSTOMER Materials to any Third
Party without the express prior written consent of CUSTOMER; (c) not to use
CUSTOMER Materials for any purpose other than conducting the Services; and (d)
to destroy or return to CUSTOMER at CUSTOMER's cost and expense, all unused
quantities of CUSTOMER Materials according to CUSTOMER's written directions.
2.5.3. [ * ] shall be responsible for delivery of the CUSTOMER Materials [ * ]
([ * ]) [ * ]. If applicable, EQ shall [ * ].
2.5.4. CUSTOMER will ensure that CUSTOMER Materials, if any, are delivered
according to the timelines set forth in the Purchase Order and that such
CUSTOMER Materials meet with specifications. Prior to using any CUSTOMER
Materials, EQ will review and test them against specifications, unless
pre-approved or prequalified by CUSTOMER or EQ. In the event of any disagreement
between the Parties regarding whether any CUSTOMER Materials meet the agreed
specifications or not, the provisions of Section 2.7 shall apply.
2.5.5. CUSTOMER will at all times retain title to and ownership of the CUSTOMER
Materials but EQ shall accept custody upon receipt of any CUSTOMER Materials and
bear responsibility for their care, storage, and use. EQ will provide within the
Facility an area or areas where the CUSTOMER Materials, the Product, and any
intermediates and components of CUSTOMER Materials or Product, are segregated
and stored in accordance with the Specifications and cGMP, and in such a way as
to be able at all times to clearly distinguish such CUSTOMER Materials, Product,
intermediates and components from other products and materials belonging to EQ,
or held by it for a Third Party. EQ warrants that CUSTOMER Materials, the
Product, and any intermediates and components of CUSTOMER Materials or Product,
are free and clear of any liens or encumbrances attributable to or related with
EQ or its Affiliates. EQ will at all times take such measures as are customary
to protect the CUSTOMER Materials, the Product, and any intermediates and
components of CUSTOMER Materials or Product, from loss, damage and theft at all
stages of the Manufacturing Process. EQ will immediately notify CUSTOMER if at
any time it believes any CUSTOMER Materials, the Product, or any intermediates
or components of CUSTOMER Materials or Product, have been damaged, lost or
stolen.
f..Supply of Equipment.
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
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2.6.1. As mutually agreed by the Parties in writing and according to Section
2.2.3 above, CUSTOMER may deliver new CUSTOMER Equipment to EQ. EQ will not use
the CUSTOMER Equipment except in performance of Services under the applicable
Purchase Order and in doing so EQ will follow the instructions and
specifications of the CUSTOMER Equipment. Title to any Equipment other than the
CUSTOMER Equipment will