Common use of IN HUMAN SUBJECTS Clause in Contracts

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. Neither the MATERIAL nor Confidential Information will be further distributed to others without the PROVIDER's written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it and/or against PROVIDER by third parties which may arise from the use, storage or disposal of the MATERIAL and shall indemnify and hold PROVIDER harmless for same, except that, to the extent permitted by law, to the extent that such damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested, the amount will be indicated here: [INSERT] Rocky Vista University shall own any and all PROVIDER pre-existing intellectual property and PROVIDER pre-existing know-how for which [INSERT SCIENTIST] is an inventor existing as of the Effective Date. RECIPIENT shall own any and all RECIPIENT pre-existing intellectual property and pre-existing know how for which [INSERT SCIENTIST] is an inventor existing as of Effective Date. The MATERIAL and any analysis by PROVIDER involving the MATERIAL or a derivative thereof, or as used in the RESEARCH, is and shall remain the sole property of PROVIDER and PROVIDER shall retain ownership rights to any MATERIAL and analysis included in any Modifications, including, without limitation, any material produced or isolated, or any invention, discovery, development, method and process (whether or not patentable or copyrightable or otherwise legally protectable or constituting trade secrets) and any improvement to any of the foregoing, originated, discovered or reduced to practice by RECIPIENT in connection with RECIPIENT’S use of the MATERIAL and/or analysis and to those substances created through the use of the MATERIAL and/or analysis. If RECIPIENT makes an invention, whether patentable or not, as a result of its use of MATERIALS, it will inform PROVIDER of such invention prior to filing any patent application. Inventorship shall be determined in accordance with U.S. patent law (if patentable). Each party shall promptly disclose, in confidence, all Inventions involving the Research in any way derived from or associated with the MATERIAL and/or analysis to the other party. In the case of joint Inventions that arise from the Research, MATERIAL and/or analysis, the parties agree to execute an inter-institutional agreement which shall include terms regarding the equal (50/50) sharing of patent costs, equal (50/50) sharing of licensing proceeds and terms regarding Invention management responsibilities, provided, however in no event shall RECIPIENT charge beyond a nominal fee for taking lead in management responsibility and/or securing commercialization, etc. for any joint Invention. “Confidential Information” disclosed under this Agreement includes data, reports, interpretations, forecasts, plans, records, technical or other information relating to the MATERIAL or Research, together with any notes or other documents prepared by either party which reflect such information. No party hereto shall use the name, insignia or symbols of the other party, its facilities or departments or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student to the other party for any purpose whatsoever without the other party’s prior written approval. RECPIENT shall not acquire any intellectual property rights except the limited right to use and the rights set forth herein. Each party hereto represents and warrants that the terms of this Agreement are not inconsistent with its other legal obligations or with the policies of the institution with which it is associated, including without limitation policies regarding the administration of grants and funded research and the ownership of intellectual property. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER Organization: Rocky Vista University Address: 0000 X. Xxxxxxxx Rd., Xxxxxx, CO 80134 000 X. Xxxxxx Xx., Xxxxx, UT, 84738 Name of Authorized Official: Xxxxxx Xxxxxx, xxxxxxx@xxx.xxx Title of Authorized Official: Director of Research and Scholarly Activity INVESTIGATOR FOR PROVIDER:  FORMTEXT first_name   FORMTEXT last_name   FORMTEXT xxxxx@xxxxxx.xxx  Certification of Authorized Official: This Simple Letter Agreement has / has not RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/state: city state_or_province zip/country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date If checked the following Modification(s) apply:

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching Materials are the property of Novavax and no option, license, or not-for-profit research purposes onlyconveyance of rights to Seller is granted or implied as a result of this Purchase Order or any transfer of Materials hereunder. Neither the MATERIAL nor Confidential Information will be further distributed Seller may not distribute Materials to others any other party without the PROVIDER's Novavax’ prior written consent. The RECIPIENT Upon Novavax’ request, Seller shall refer any request for the MATERIAL promptly destroy or return to the PROVIDERNovavax all unused Materials. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. Any MATERIAL delivered pursuant to this Agreement is understood to Seller understands that Materials may be experimental in nature and may have hazardous properties. THE PROVIDER NOVAVAX MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited Seller will promptly and fully disclose to Novavax any information, data, results, reports, specifications and conclusions obtained or generated in the course of the services (“Results”). Results are the property of Novavax and Novavax and Seller hereby assigns all right, title and interest in and to such data and information and any and all intellectual property rights claiming or covering the foregoing. Xxxxxx agrees to give Novavax or designees all assistance necessary to perfect such rights. Seller will have no rights to use Results for any purpose, except as expressly permitted by lawNovavax in writing. Seller shall keep Results, RECIPIENT assumes all liability for claims for damages against it and/or against PROVIDER by third parties which may arise from the Materials and other proprietary information of Novavax confidential and restrict access thereto to its employees having a need to know. No use, storage disclosure or disposal reproduction of any part thereof for the MATERIAL and shall indemnify and hold PROVIDER harmless for samebenefit of anyone but Novavax may be made except by written authorization of Novavax. Upon completion or termination of this Purchase Order, except thator upon Novavax’ request, Seller shall, at Seller’s expense, promptly return these items (to the extent permitted by lawnot destroyed in production) to Novavax in as good condition as when received, normal wear and tear excepted, except for any copy of any document required to be retained for legal recordkeeping purposes. Any information which Seller may disclose to Novavax with respect to the extent that such damage is caused by the gross negligence design, manufacture, sale or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested, the amount will be indicated here: [INSERT] Rocky Vista University shall own any and all PROVIDER pre-existing intellectual property and PROVIDER pre-existing know-how for which [INSERT SCIENTIST] is an inventor existing as of the Effective Date. RECIPIENT shall own any and all RECIPIENT pre-existing intellectual property and pre-existing know how for which [INSERT SCIENTIST] is an inventor existing as of Effective Date. The MATERIAL and any analysis by PROVIDER involving the MATERIAL or a derivative thereof, or as used in the RESEARCH, is and shall remain the sole property of PROVIDER and PROVIDER shall retain ownership rights to any MATERIAL and analysis included in any Modifications, including, without limitation, any material produced or isolated, or any invention, discovery, development, method and process (whether or not patentable or copyrightable or otherwise legally protectable or constituting trade secrets) and any improvement to any of the foregoing, originated, discovered or reduced to practice by RECIPIENT in connection with RECIPIENT’S use of the MATERIAL and/or analysis and goods or services covered by the Purchase Order shall be deemed to those substances created through the use have been disclosed as part of the MATERIAL and/or analysis. If RECIPIENT makes an inventionconsideration for the Purchase Order, whether patentable or not, as a result of its use of MATERIALS, it will inform PROVIDER of such invention prior to filing any patent application. Inventorship shall be determined in accordance with U.S. patent law (if patentable). Each party shall promptly disclose, in confidence, all Inventions involving the Research in any way derived from or associated with the MATERIAL and/or analysis to the other party. In the case of joint Inventions that arise from the Research, MATERIAL and/or analysis, the parties agree to execute an inter-institutional agreement which shall include terms regarding the equal (50/50) sharing of patent costs, equal (50/50) sharing of licensing proceeds and terms regarding Invention management responsibilities, provided, however in no event shall RECIPIENT charge beyond a nominal fee for taking lead in management responsibility and/or securing commercialization, etc. for any joint Invention. “Confidential Information” disclosed under this Agreement includes data, reports, interpretations, forecasts, plans, records, technical or other information relating to the MATERIAL or Research, together with any notes or other documents prepared by either party which reflect such information. No party hereto shall use the name, insignia or symbols of the other party, its facilities or departments or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student to the other party for any purpose whatsoever without the other party’s prior written approval. RECPIENT Seller shall not acquire assert any intellectual property rights except the limited right to claim against Novavax by reason of Novavax’ use and the rights set forth herein. Each party hereto represents and warrants that the terms of this Agreement are not inconsistent with its other legal obligations or with the policies of the institution with which it is associated, including without limitation policies regarding the administration of grants and funded research and the ownership of intellectual property. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER Organization: Rocky Vista University Address: 0000 X. Xxxxxxxx Rdthereof., Xxxxxx, CO 80134 000 X. Xxxxxx Xx., Xxxxx, UT, 84738 Name of Authorized Official: Xxxxxx Xxxxxx, xxxxxxx@xxx.xxx Title of Authorized Official: Director of Research and Scholarly Activity INVESTIGATOR FOR PROVIDER:  FORMTEXT first_name   FORMTEXT last_name   FORMTEXT xxxxx@xxxxxx.xxx  Certification of Authorized Official: This Simple Letter Agreement has / has not RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/state: city state_or_province zip/country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date If checked the following Modification(s) apply:

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. Neither the The MATERIAL nor Confidential Information will not be further distributed to others without the PROVIDER's written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it and/or against PROVIDER by third parties which may arise from the use, storage or disposal of the MATERIAL and shall indemnify and hold PROVIDER harmless for same, except that, to the extent permitted by law, the PROVIDER shall be liable to the extent that such RECIPIENT when the damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested, the amount will be indicated here: [INSERT] Rocky Vista University shall own any and all PROVIDER pre-existing intellectual property and PROVIDER pre-existing know-how for which [INSERT SCIENTIST] is an inventor existing as of the Effective Date. RECIPIENT shall own any and all RECIPIENT pre-existing intellectual property and pre-existing know how for which [INSERT SCIENTIST] is an inventor existing as of Effective Date. The MATERIAL and any analysis by PROVIDER involving the MATERIAL or a derivative thereof, or as used in the RESEARCH, is and shall remain the sole property of PROVIDER and PROVIDER shall retain ownership rights to any MATERIAL and analysis included in any Modifications, including, without limitation, any material produced or isolated, or any invention, discovery, development, method and process (whether or not patentable or copyrightable or otherwise legally protectable or constituting trade secrets) and any improvement to any of the foregoing, originated, discovered or reduced to practice by RECIPIENT in connection with RECIPIENT’S use of the MATERIAL and/or analysis and to those substances created through the use of the MATERIAL and/or analysis. If RECIPIENT makes an invention, whether patentable or not, as a result of its use of MATERIALS, it will inform PROVIDER of such invention prior to filing any patent application. Inventorship shall be determined in accordance with U.S. patent law (if patentable). Each party shall promptly disclose, in confidence, all Inventions involving the Research in any way derived from or associated with the MATERIAL and/or analysis to the other party. In the case of joint Inventions that arise from the Research, MATERIAL and/or analysis, the parties agree to execute an inter-institutional agreement which shall include terms regarding the equal (50/50) sharing of patent costs, equal (50/50) sharing of licensing proceeds and terms regarding Invention management responsibilities, provided, however in no event shall RECIPIENT charge beyond a nominal fee for taking lead in management responsibility and/or securing commercialization, etc. for any joint Invention. “Confidential Information” disclosed under this Agreement includes data, reports, interpretations, forecasts, plans, records, technical or other information relating to the MATERIAL or Research, together with any notes or other documents prepared by either party which reflect such information. No party hereto shall use the name, insignia or symbols of the other party, its facilities or departments or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student to the other party for any purpose whatsoever without the other party’s prior written approval. RECPIENT shall not acquire any intellectual property rights except the limited right to use and the rights set forth herein. Each party hereto represents and warrants that the terms of this Agreement are not inconsistent with its other legal obligations or with the policies of the institution with which it is associated, including without limitation policies regarding the administration of grants and funded research and the ownership of intellectual property. none. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER SCIENTIST: first_name last_name xxxxx@xxxxxx.xxx PROVIDER Organization: Rocky Vista University National Institute of Dental and Craniofacial Research (“NIDCR”) Address: 0000 X. Xxxxxxxx Rd.BLDG 1DEM RM 000-X, Xxxxxx0000 XXXXXXXXX XXXX, CO 80134 000 X. Xxxxxx Xx.XXX 0000 XXXXXXXX, Xxxxx, UT, 84738 XX 00000-0000 XXX Name of Authorized Official: Xxxxxx XxxxxxXxxxx Xxxxxxx Xxxxxxx, xxxxxxx@xxx.xxx xxxxxxxxx@xxxxx.xxx.xxx Title of Authorized Official: Director Director, Office of Research Technology Transfer and Scholarly Activity INVESTIGATOR FOR PROVIDER:  FORMTEXT first_name   FORMTEXT last_name   FORMTEXT xxxxx@xxxxxx.xxx  Innovation Access Certification of Authorized Official: This Simple Letter Agreement has / has not [check one] been modified. If modified, the modifications are attached. RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/state: city state_or_province zip/country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date If checked the following Modification(s) apply:

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. Neither the The MATERIAL nor Confidential Information will not be further distributed to others who are not under the RECIPIENT SCIENTIST’s direct supervision without the PROVIDER's ’s written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Material Transfer Agreement for the Transfer of Organisms to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. Any MATERIAL delivered pursuant to this Agreement MTA-TO is understood to be experimental in nature and may have hazardous properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it and/or against PROVIDER by third parties which may arise from the RECIPIENT’s use, storage or disposal of the MATERIAL and shall indemnify and hold PROVIDER harmless for same, except that, to the extent permitted by law, the PROVIDER shall be liable to the extent that such RECIPIENT when the damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. The MATERIAL is provided at no costIf the RECIPIENT anticipates that it will generate cross-bred or genetically-modified organisms incorporating the PROVIDER’s modified allele(s), RECIPIENT may transfer such cross-bred or with an optional transmittal fee solely genetically-modified organism(s) to reimburse non-profit institutions under the PROVIDER for its preparation and distribution costs. If terms of a fee is requested, material transfer agreement that notifies the amount will be indicated here: [INSERT] Rocky Vista University shall own any and all PROVIDER prenot-existing intellectual property and PROVIDER prefor-existing know-how for which [INSERT SCIENTIST] is an inventor existing as profit institution of the Effective Date. RECIPIENT shall own any and all RECIPIENT pre-existing intellectual property and pre-existing know how for which [INSERT SCIENTIST] is an inventor existing as existence of Effective Date. The MATERIAL and any analysis by PROVIDER involving the MATERIAL or a derivative thereof, or as used in the RESEARCH, is and shall remain the sole property of PROVIDER and PROVIDER shall retain ownership PROVIDER’s rights to any MATERIAL and analysis included in any Modifications, including, without limitation, any material produced or isolated, or any invention, discovery, development, method and process (whether or not patentable or copyrightable or otherwise legally protectable or constituting trade secretsthe modified allele(s) and any improvement to any of the foregoing, originated, discovered or reduced to practice by RECIPIENT in connection with RECIPIENT’S use of the MATERIAL and/or analysis and to those substances created through restricts the use of the MATERIAL and/or analysistransferred organism(s) by the not-for-profit recipient to teaching or not-for-profit research purposes only. If RECIPIENT makes an This MTA-TO does not transfer any of PROVIDER’s patent, invention, whether patentable or not, as a result of its use of MATERIALS, it will inform PROVIDER of such invention prior to filing any patent application. Inventorship shall be determined in accordance with U.S. patent law (if patentable). Each party shall promptly disclose, in confidence, all Inventions involving the Research in any way derived from or associated with the MATERIAL and/or analysis to the other party. In the case of joint Inventions that arise from the Research, MATERIAL and/or analysis, the parties agree to execute an inter-institutional agreement which shall include terms regarding the equal (50/50) sharing of patent costs, equal (50/50) sharing of licensing proceeds and terms regarding Invention management responsibilities, provided, however in no event shall RECIPIENT charge beyond a nominal fee for taking lead in management responsibility and/or securing commercialization, etc. for any joint Invention. “Confidential Information” disclosed under this Agreement includes data, reports, interpretations, forecasts, plans, records, technical or other information relating to the MATERIAL or Research, together with any notes or other documents prepared by either party which reflect such information. No party hereto shall use the name, insignia or symbols of the other party, its facilities or departments or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student to the other party for any purpose whatsoever without the other party’s prior written approval. RECPIENT shall not acquire any intellectual property rights except in the limited right organism(s) to use and RECIPIENT. Additionally, to the extent that any other party has any patent, invention or other intellectual property rights set forth herein. Each party hereto represents and warrants that in the terms of this Agreement organism(s), these rights are not inconsistent with its other legal obligations transferred to RECIPIENT by PROVIDER. If NIH is the PROVIDER, terms within the following addenda are incorporated (check all that apply): OncoMouse® Addendum, Animal Transfer Addendum, or with the policies of the institution with which it is associatedAnimal Transfer Agreement (not required for transfers within NIH), including without limitation policies regarding the administration of grants and funded research and the ownership of intellectual property. Other The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER SCIENTIST: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] PROVIDER Organization: Rocky Vista University National Institute of Dental and Craniofacial Research (“NIDCR”) Address: 0000 X. Xxxxxxxx Rd.office: 1 DEMOCRACY PLAZA RM 682 street: 6701 DEMOCRACY BLVD, Xxxxxx, CO 80134 000 X. Xxxxxx Xx., Xxxxx, UT, 84738 MSC 4878 city: BETHESDA state: MD zip: 20817-4878 country: USA Name of Authorized Official: Xxxxxx Xxxxxx, xxxxxxx@xxx.xxx Xxxxx Xxxxxxx xxxxxxxxx@xxxxx.xxx.xxx Title of Authorized Official: Director of Research and Scholarly Activity INVESTIGATOR FOR PROVIDER:  FORMTEXT first_name   FORMTEXT last_name   FORMTEXT xxxxx@xxxxxx.xxx  Technology Development Coordinator Certification of Authorized Official: This Simple Letter Agreement has / has not [check one] been modified. If modified, the modifications are attached. RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number department_name_or_office/room/suite_number street: street_address city/: city state: city state_or_province zip/: zip_code_or_postal_code country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date If checked the following Modification(s) apply:

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. Neither the The MATERIAL nor Confidential Information will not be further distributed to others without the PROVIDER's written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it and/or against PROVIDER by third parties which may arise from the use, storage or disposal of the MATERIAL and shall indemnify and hold PROVIDER harmless for same, except that, to the extent permitted by law, the PROVIDER shall be liable to the extent that such RECIPIENT when the damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested, the amount will be indicated here: [INSERT] Rocky Vista University shall own any and all PROVIDER pre-existing intellectual property and PROVIDER pre-existing know-how for which [INSERT SCIENTIST] is an inventor existing as of the Effective Date. RECIPIENT shall own any and all RECIPIENT pre-existing intellectual property and pre-existing know how for which [INSERT SCIENTIST] is an inventor existing as of Effective Date. The MATERIAL and any analysis by PROVIDER involving the MATERIAL or a derivative thereof, or as used in the RESEARCH, is and shall remain the sole property of PROVIDER and PROVIDER shall retain ownership rights to any MATERIAL and analysis included in any Modifications, including, without limitation, any material produced or isolated, or any invention, discovery, development, method and process (whether or not patentable or copyrightable or otherwise legally protectable or constituting trade secrets) and any improvement to any of the foregoing, originated, discovered or reduced to practice by RECIPIENT in connection with RECIPIENT’S use of the MATERIAL and/or analysis and to those substances created through the use of the MATERIAL and/or analysis. If RECIPIENT makes an invention, whether patentable or not, as a result of its use of MATERIALS, it will inform PROVIDER of such invention prior to filing any patent application. Inventorship shall be determined in accordance with U.S. patent law (if patentable). Each party shall promptly disclose, in confidence, all Inventions involving the Research in any way derived from or associated with the MATERIAL and/or analysis to the other party. In the case of joint Inventions that arise from the Research, MATERIAL and/or analysis, the parties agree to execute an inter-institutional agreement which shall include terms regarding the equal (50/50) sharing of patent costs, equal (50/50) sharing of licensing proceeds and terms regarding Invention management responsibilities, provided, however in no event shall RECIPIENT charge beyond a nominal fee for taking lead in management responsibility and/or securing commercialization, etc. for any joint Invention. “Confidential Information” disclosed under this Agreement includes data, reports, interpretations, forecasts, plans, records, technical or other information relating to the MATERIAL or Research, together with any notes or other documents prepared by either party which reflect such information. No party hereto shall use the name, insignia or symbols of the other party, its facilities or departments or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student to the other party for any purpose whatsoever without the other party’s prior written approval. RECPIENT shall not acquire any intellectual property rights except the limited right to use and the rights set forth herein. Each party hereto represents and warrants that the terms of this Agreement are not inconsistent with its other legal obligations or with the policies of the institution with which it is associated, including without limitation policies regarding the administration of grants and funded research and the ownership of intellectual property. none. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER SCIENTIST: [first name] [last name] [email address] PROVIDER Organization: Rocky Vista University National Institute of Dental and Craniofacial Research (“NIDCR”) Address: 0000 X. Xxxxxxxx Rd.office: 1 XXXXXXXXX XXXXX XX 000 street: 0000 XXXXXXXXX XXXX, Xxxxxx, CO 80134 000 X. Xxxxxx Xx., Xxxxx, UT, 84738 XXX 0000 city: BETHESDA state: MD zip: 20817-4878 country: USA Name of Authorized Official: Xxxxxx Xxxxxx, xxxxxxx@xxx.xxx Xxxxx Xxxxxxx xxxxxxxxx@xxxxx.xxx.xxx Title of Authorized Official: Director of Research and Scholarly Activity INVESTIGATOR FOR PROVIDER:  FORMTEXT first_name   FORMTEXT last_name   FORMTEXT xxxxx@xxxxxx.xxx  Technology Development Coordinator Certification of Authorized Official: This Simple Letter Agreement has / has not [check one] been modified. If modified, the modifications are attached. RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/: city state: city state_or_province zip/: zip_code country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date If checked the following Modification(s) apply:: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. This MATERIAL will be used by RECIPIENT SCIENTIST solely in connection with the following research project described with specificity as follows: [insert plan below or as attachment]

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. Neither the MATERIAL nor Confidential Information will be further distributed to others without the PROVIDER's written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it and/or against PROVIDER by third parties which may arise from the use, storage or disposal of the MATERIAL and shall indemnify and hold PROVIDER harmless for same, except that, to the extent permitted by law, to the extent that such damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested, the amount will be indicated here: [INSERT] Rocky Vista University shall own any and all PROVIDER pre-existing intellectual property and PROVIDER pre-existing know-how for which [INSERT SCIENTIST] is an inventor existing as of the Effective Date. RECIPIENT shall own any and all RECIPIENT pre-existing intellectual property and pre-existing know how for which [INSERT SCIENTIST] is an inventor existing as of Effective Date. The MATERIAL and any analysis by PROVIDER involving the MATERIAL or a derivative thereof, or as used in the RESEARCH, is and shall remain the sole property of PROVIDER and PROVIDER shall retain ownership rights to any MATERIAL and analysis included in any Modifications, including, without limitation, any material produced or isolated, or any invention, discovery, development, method and process (whether or not patentable or copyrightable or otherwise legally protectable or constituting trade secrets) and any improvement to any of the foregoing, originated, discovered or reduced to practice by RECIPIENT in connection with RECIPIENT’S use of the MATERIAL and/or analysis and to those substances created through the use of the MATERIAL and/or analysis. If RECIPIENT makes an invention, whether patentable or not, as a result of its use of MATERIALS, it will inform PROVIDER of such invention prior to filing any patent application. Inventorship shall be determined in accordance with U.S. patent law (if patentable). Each party shall promptly disclose, in confidence, all Inventions involving the Research in any way derived from or associated with the MATERIAL and/or analysis to the other party. In the case of joint Inventions that arise from the Research, MATERIAL and/or analysis, the parties agree to execute an inter-institutional agreement which shall include terms regarding the equal (50/50) sharing of patent costs, equal (50/50) sharing of licensing proceeds and terms regarding Invention management responsibilities, provided, however in no event shall RECIPIENT charge beyond a nominal fee for taking lead in management responsibility and/or securing commercialization, etc. for any joint Invention. “Confidential Information” disclosed under this Agreement includes data, reports, interpretations, forecasts, plans, records, technical or other information relating to the MATERIAL or Research, together with any notes or other documents prepared by either party which reflect such information. No party hereto shall use the name, insignia or symbols of the other party, its facilities or departments or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student to the other party for any purpose whatsoever without the other party’s prior written approval. RECPIENT shall not acquire any intellectual property rights except the limited right to use and the rights set forth herein. Each party hereto represents and warrants that the terms of this Agreement are not inconsistent with its other legal obligations or with the policies of the institution with which it is associated, including without limitation policies regarding the administration of grants and funded research and the ownership of intellectual property. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER Organization: Rocky Vista University Address: 0000 X. Xxxxxxxx Rd., XxxxxxParker, CO 80134 000 X. Xxxxxx Xx., Xxxxx, UT, 84738 Name of Authorized Official: Xxxxxx Xxxxxx, xxxxxxx@xxx.xxx Title of Authorized Official: Director of Research and Scholarly Activity INVESTIGATOR FOR PROVIDER:  FORMTEXT first_name   FORMTEXT last_name   FORMTEXT xxxxx@xxxxxx.xxx  first_name last_name xxxxx@xxxxxx.xxx Certification of Authorized Official: This Simple Letter Agreement has / has not RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/state: city state_or_province zip/country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date If checked the following Modification(s) apply: