Restricted Use. 5.1 Recipient shall maintain and use Material in compliance with all applicable laws, regulations and rules. Material may only be used for internal academic non-profit research. In no circumstances shall Material be used (i) in or for clinical trials; (ii) for diagnostic or therapeutic purposes involving human subjects or animals; (iii) for prophylactic use; or (iv) for production. Recipient shall be solely liable for any modifications to any Product that it makes, directs or permits, including but not limited to any potential infringement upon third-party intellectual property rights. Recipient shall defend, indemnify and hold CTK harmless from and against any claims of third parties based on any claim arising out of Recipient’s use of . 5.2 Recipient warrants that the research work is carried out under the direction of the Researcher and employees of Recipient. Recipient shall not involve any person in the research work with the Product that is not employed by Recipient without the prior written consent of CTK. 5.3 Recipient shall be free to propagate or modify the original Product to create new plasmids, vectors, cells, except that (i) the coding region of the inherent Nanobody® may not be altered/modified; and/or (ii) Evrogen fluorescent protein may not be isolated or separately transferred into a new context. 5.4 Recipient shall not offer Material for sale or distribution and shall not offer services to any Third Party using any Material. The use of Material in research for or on behalf of for-profit organizations, which receive access to data and results stemming from the research of the Researcher under this Agreement is prohibited and shall require a commercial license from CTK.
Appears in 15 contracts
Samples: Material Transfer Agreement, Material Transfer Agreement, Material Transfer Agreement
