Common use of Terms and Conditions of this Agreement Clause in Contracts

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Material or Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely only for teaching and academic the purpose as specified in Exhibit C. If Recipient desires to use Material for research purposesother than that described, then Recipient must obtain written consent from Provider, before any such research is undertaken; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such asfor the protection of human subjects. The Recipient represents that it has obtained Institutional Review Board approval, for exampleas appropriate, those relating to research involving use the use of animals or recombinant DNAMaterial. 13. Provider Scientist agrees to label, package, and transport the Original Material in accord with all applicable local, state and federal laws and regulations. 14. Provider ensures that the Original Material provided pursuant to this Agreement was collected or will be collected in accordance with the standard patient informed consent procedures of Provider in effect at the time of collection and subject to approval or an exemption determination by the Provider Institutional Review Board (“IRB”) or equivalent. Recipient may review the consent form used in collection of Original Material as well as any subsequent revisions thereof. The Original Material provided to Recipient will not be accompanied by personally identifiable patient information and for Original Material subject to U.S. laws, will not be accompanied by “Protected Health Information” (“PHI”) as defined in 45 CFR 164.501 or personally identifiable information as described in 5 USC Section 522. However, if de-identified information (“Information”) is provided that nevertheless could be used to identify an individual at a later time, a Recipient in the U.S. hereby agrees to treat Information as PHI or personally identifiable information, as applicable. If Information is provided, it will be described in Exhibit C. In any circumstances, the Recipient agrees to use the Information only for the research purpose as set forth in Exhibit C and to the extent necessary for that specific research, and will not contact or make any effort to identify human subjects from whom the Original Material was obtained without specific written approval from the Provider. 15. The parties acknowledge that applicable state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The parties agree to take such action as is necessary to implement any amendments to the standards and requirements of such applicable laws or regulations relating to the security or confidentiality of patient information, including in the case of a U.S. Recipient, the Health Insurance Portability and Accountability Act (“HIPAA”) Privacy and Security Rules or the Privacy Act of 1974, and other applicable laws and regulations relating to the security or confidentiality of PHI or personally identifiable information. The parties further agree that if current or future applicable federal or state laws, rules, or regulations adversely impact a party’s performance under the Agreement, the parties will negotiate in good faith to amend the Agreement, as necessary, to be consistent with the requirements of such applicable laws, rules or regulations. If the parties are unable to modify the Agreement to fully comply with such applicable laws, rules and regulations, one or both parties may terminate this Agreement. 16. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a16(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (iiiii) in the event the Provider terminates this Agreement under 13(b16(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 1417. Paragraphs 6, 9, 10, and 10 14 shall survive termination.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those of substances created by Recipient through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching and academic Nonprofit Organizations’ research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) 5. The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are do not Progeny, Unmodified Derivatives, contain or Modifications. (b) Under an agreement at least as protective of incorporate the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their useMaterial. 6. The Recipient acknowledges that the Material is or may be the subject of a patent or patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a of any such patent application applications claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the ModificationsMaterial. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Gene, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. Relevant documents concerning the medical history, health status, and research uses of the Original Material will be provided in a separate document. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient RECIPIENT retains ownership of: (a) Modifications MODIFICATIONS (except that, that the Provider PROVIDER retains ownership rights to the Material MATERIAL included therein), and (b) those substances created through the use of the Material MATERIAL or ModificationsMODIFICATIONS, but which are not ProgenyPROGENY, Unmodified Derivatives UNMODIFIED DERIVATIVES or Modifications MODIFICATIONS (i.e., do not contain the Original MaterialORIGINAL MATERIAL, ProgenyPROGENY, Unmodified DerivativesUNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider PROVIDER and the RecipientRECIPIENT, joint ownership may be negotiated. 3. The Recipient RECIPIENT and the Recipient Scientist RECIPIENT SCIENTIST agree that the MaterialMATERIAL: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Providersubjects; (c) is to be used only at the Recipient RECIPIENT organization and only in the Recipient Scientist RECIPIENT SCIENTIST's laboratory under the direction of the Recipient Scientist RECIPIENT SCIENTIST or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient RECIPIENT organization without the prior written consent of the ProviderPROVIDER. 4. The Recipient RECIPIENT and the Recipient Scientist RECIPIENT SCIENTIST agree to refer to the Provider PROVIDER any request for the Material MATERIAL from anyone other than those persons working under the Recipient Scientist’s RECIPIENT SCIENTIST's direct supervision. To the extent supplies are available, the Provider PROVIDER or the Provider Scientist PROVIDER SCIENTIST agrees to make the Material MATERIAL available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)NONPROFIT ORGANIZATION(S) who wish to replicate the Recipient Scientist’s RECIPIENT SCIENTIST's research; provided that such other scientists reimburse the Provider PROVIDER for any costs relating to the preparation and distribution of the MaterialMATERIAL. (a) 5. The Recipient RECIPIENT and/or the Recipient Scientist RECIPIENT SCIENTIST shall have the right, without restriction, right to distribute substances created by the Recipient RECIPIENT through the use of the Original Material ORIGINAL MATERIAL only if those substances are not ProgenyPROGENY, Unmodified DerivativesUNMODIFIED DERIVATIVES, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their useMODIFICATIONS. 6. The Recipient RECIPIENT acknowledges that the Material MATERIAL is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the ProviderOWNER or PROVIDER, including any altered forms of the Material MATERIAL made by the ProviderPROVIDER. In particular, no express or implied licenses or other rights are provided to use the MaterialMATERIAL, ModificationsMODIFICATIONS, or any related patents of the Provider OWNER or PROVIDER for Commercial PurposesCOMMERCIAL PURPOSES. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient RECIPIENT is free to file patent application(s) claiming inventions made by the Recipient RECIPIENT through the use of the Material MATERIAL but agrees to notify the Provider PROVIDER upon filing a patent application claiming Modifications MODIFICATIONS or method(s) of manufacture or use(s) of the MaterialMATERIAL. 98. Any Material MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE 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. 109. Except to the extent prohibited by law, the Recipient RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MaterialMATERIAL. The Provider PROVIDER will not be liable to the Recipient RECIPIENT for any loss, claim or demand made by the RecipientRECIPIENT, or made against the Recipient RECIPIENT by any other party, due to or arising from the use of the Material MATERIAL by the RecipientRECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the ProviderPROVIDER. 1110. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material MATERIAL or the ModificationsMODIFICATIONS. The Recipient Scientist RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the Material MATERIAL in all publications. 1211. The Recipient RECIPIENT agrees to use the Material MATERIAL in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNAregulations. 1312. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the Recipient’s RECIPIENT's current research with the MaterialMATERIAL, or (bc) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination.or

Terms and Conditions of this Agreement. 1. 2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants to Recipient a non-exclusive licence to use the Material for research purposes and grants to Recipient right to transfer the Material for research purpose to any third party provided that such organization has first executed a written material transfer agreement with Establishments, for a period commencing on the Effective Date in accordance with this Agreement. 2.2 The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. 2.3 The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. 2.4 The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. 2.5 The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material for Commercial Purposes from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or ModificationsMaterial. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Material and Modifications to Nonprofit Organization(sorganization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT not provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their usemodifications. 6. 2.7 The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particularParticular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. 2.8 If the Recipient recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, Recipient and may grant exclusive or non-non- exclusive commercial licenses to others, others or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 82.9 Recipient will promptly notify Provider in writing within thirty (30) days of any Inventions. Ownership of inventions will be determined by inventorship by mutual agreement by the Recipient and Provider. Where Recipient is the sole owner of Inventions Recipient hereby grants to Provider a royalty-free, non- exclusive license to use the Inventions for academic research and scholarly purposes only. The Recipient is free and Provider agree to file patent application(s) claiming inventions made negotiate in good faith an agreement governing the administration and commercialization of jointly owned Inventions. 2.10 The Material are being provided by the Provider to Recipient through the use of on an "as is" basis and the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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 REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS , WITH RESPECT TO THE MATERIAL, INCLUDING ANY REPRESENTATION OR IMPLIED WARRANTIES OF WARRANTY AS TO THE DURABILITY, STORAGE, DISPOSAL, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE OR THAT TO THE USE NON- INFRINGEMENT OF THE MATERIAL ON THE PROPRIETARY RIGHTS OF A THIRD PARTY. ALSO, EACH PARTY WILL NOT INFRINGE BE LIABLE FOR ANY PATENTDIRECT, COPYRIGHTINDIRECT, TRADEMARKSPECIAL, INCIDENTAL OR OTHER PROPRIETARY RIGHTSCONSEQUENTIAL DAMAGE OR LOSS ARISING OUT OF OR RELATED TO THE FOREGOING EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. 10. 2.11 Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage storage, or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful wilful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. 2.12 The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNAhuman biological samples and associated data and will carry out all regulatory formalities needed for the use of biospecimens. 13. 2.13 This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if If termination should occur under 13(a) or (c2.13(a) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return to Provider Institution or destroy any remaining Material. The Recipientrecipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement Agreement as they apply to Modifications; and (ii) in In the event the Provider terminates this Agreement agreement under 13(b2.13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return to Provider Institution or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement Agreement as they apply to Modifications. 142.14 Neither Party shall have the right to use the name of the other Party without the specific written permission of the authorized representative of the other Party 2.15 As the Agreement is intuitu personae, it cannot be wholly or partially assigned or transferred by one of the Parties to a third part, by any means whatsoever, without the prior, written consent of the other Parties. 2.16 If one or more of the provisions in the Agreement are considered invalid or declared invalid in application of a treaty, law, or regulation, or by a judicial ruling, the other provisions will retain their full force and scope. Paragraphs 6In that case, 9the Parties will make the necessary modifications immediately, in order to implement the agreement that existed when the Agreement was signed to the fullest possible extent. 2.17 No addition or modification to the terms of the Agreement will be binding on the Parties unless it is expressed in a written additional clause, signed beforehand by their duly authorised representatives. 2.18 The provisions of the Agreement alone express the full Agreement between the Parties for conducting the research and 10 replace any prior verbal or written commitments concerning the Agreement. 2.19 No tolerance granted by one of the Parties with regard to the performance of the Agreement, irrespective of its duration, shall be considered to constitute a waiver of that Party’s rights. This tolerance does not dispense the other Parties from fulfilling any future obligation(s) resulting from the Agreement. 2.20 Sections 2.4, 2.7, 2.9, 2.12 and 2.13 will survive terminationthe expiration or earlier termination of this Agreement.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of Provider Material. Ownership of substances created by Recipient through the Material, including use of the Provider Material will be negotiated in good faith by the parties hereto depending upon: (a) their relative contribution to the creation of said substances; and (b) any Material contained or incorporated in Modificationsapplicable U.S. laws and regulations relating to inventorship. 2. The Recipient retains ownership of: (a) Modifications (except that, the agrees that Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching not-for-profit research and academic purposes and only as a research purposestool for screening for biological activity (the “Research”); (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the ProviderProvider and BU; (c) is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 43. The Recipient and the Recipient Scientist agree agrees to refer to the Provider any request for the Provider Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The 4. Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute transfer substances created by the Recipient through the use of the Original Provider Material only if those substances are do not Progeny, Unmodified Derivatives, contain or Modificationsincorporate Provider Material. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes5. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Provider Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Provider Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, Provider Material or any related patents of the Provider for Commercial Purposes. 76. If the Recipient desires to use or license the Provider Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Provider Material to any third party(ies), subject to any pre-existing rights held by others. 87. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Provider Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Provider Material. 98. Any Provider 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. 109. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Provider Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Provider Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 1110. This Agreement shall not be interpreted to prevent or delay publication of research Research findings resulting from the use of Provider Material. Without limiting the foregoing, Provider acknowledges and agrees that data and results generated by a Recipient using the Provider Material may be deposited into PubChem or other database in accordance with any data sharing requirements of any government agency funding the ModificationsResearch. The Recipient Scientist agrees to provide appropriate acknowledgement of the Provider and the BU CMD Repository as the source of the Provider Material in all publications. Notwithstanding the foregoing, the BU CMD requests that the parties will comply with the BU CMD’s requests regarding public disclosure of Research results. 11. The Parties shall comply with all applicable federal, state, and local laws, rules, regulations, ordinances, and directives, including but not limited to Public Health Service and National Institutes of Health regulations and guidelines. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement is effective as of the date of the last party to sign below, and will terminate on the earliest of the following dates: (a) on completion of the Recipient’s 's current research Research with the Provider Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above12(a), the Recipient will discontinue its use of the Provider Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms dispose of this agreement all unused Provider Material as they apply to Modificationschemical waste in accordance with all applicable regulations; and (ii) in the event the if Provider terminates this Agreement under 13(b12(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research Research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Provider Material and will, upon direction of the Provider, return or destroy dispose of all unused Provider Material as chemical waste in accordance with all applicable regulations. 13. Paragraphs 1, 2, 5, 6, 7, 8, 9, 10 and 11, as well as any remaining Material. The Recipientother provisions that by their nature extend beyond termination hereof, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modificationsshall survive termination. 14. Paragraphs 6Provider Material may be subject to a Transfer Fee. If a Transfer Fee is requested by BU, 9the amount will be indicated in a BURTA. 15. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which together will constitute one and 10 shall survive terminationthe same instrument. Facsimile or PDF copies of this Agreement will be enforceable as originals. This Agreement may be executed electronically/digitally in compliance with the Massachusetts Uniform Electronic Transactions Act (MUETA) Mass. Gen. Laws ch. 110G and/or The Electronic Signatures In Global And National Commerce Act (ESIGN) 15 USC ch. 96. Persons signing this document agree that, if used, electronic/digital signatures are intended to authenticate this writing and to have the same force and effect as the use of manual signatures.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in and all the Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the MaterialMaterial and Modifications: (a) is to be used solely for teaching Nonprofit Organizations’ research purposes to (hereinafter “Research Project”) and academic will not be used in any other research purposes;or for any other purpose including Commercial Purposes. (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 43. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material and Modifications from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Original Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Original Material. (a) 4. The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, Derivatives or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 65. The Recipient acknowledges that the Material is and Modifications are or may be the subject of a patent or patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use or distribute the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 6. If the Research Project results in an invention involving the Material and Modifications (hereinafter “Project Invention”), whether patentable or not, RECIPIENT will promptly disclose such Project Invention to Westlake University in writing and specify Westlake University's role as the supplier of the MATERIAL used, as well as the role, if any, of any Westlake University employee in creating the Project Invention. Westlake University will hold such written disclosure in confidence. Only after disclosing the details of Project Invention in writing to Westlake University, the Recipient is free to file a patent application(s) claiming Project Inventions made by the Recipient through the use of the Material and Modifications acknowledging contribution of the Provider. Ownership of any Project Inventions not subject to patent law shall be determined based on each party’s contribution to the conception of such Project Invention. 7. If the Recipient desires wishes to use commercialize any Project Invention that Provider has a right to or license the that uses or incorporates Material or Modifications for Commercial PurposesModifications, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of parties will discuss a commercial licensestrategy and any agreements between the parties that may be necessary to implement such strategy. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 109. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage storage, or disposal of the Material. The Provider Westlake University will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 1110. This Agreement Subject to prior written approval of Westlake University, which shall not unreasonably be interpreted withheld, the Recipient shall in principle be entitled to prevent publish the research findings. The Recipient shall, however, provide to Westlake University the opportunity to review any proposed abstracts, manuscripts or delay presentations in full length at least sixty (60) days prior to their intended submission for publication of research findings resulting or their presentation. The Recipient further agrees, upon written request from the use of the Material Westlake University, to remove any information and not to submit such abstract or the Modificationsmanuscript for publication or to make such presentation for an additional ninety (90) days in order to allow for actions to be taken, which are necessary to preserve rights to patents. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 1211. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNADNA and export control. 1312. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (cb) on the date specified in Exhibit Schedule B, provided that: (i) if termination should occur under 13(a) or (c12(b) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b12(a) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. 13. The RecipientParagraphs 5, at its discretion8, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modificationsand 9 shall survive termination. 14. Paragraphs 6Upon completion of the Recipient’s current research with specific Material, 9the Recipient will discontinue its use of such Material and will, upon direction of the Provider, return or destroy any remaining Material. 15. The Parties understand and 10 agree that the terms and conditions of this Agreement shall survive terminationbe applicable to any Subsequently Transferred Materials. 16. This Agreement shall be governed in all respects by the laws of the People’s Republic of China, without giving effect to any choice of laws principles. The competent courts of Hangzhou, PRC shall have the exclusive jurisdiction.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Material or Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient agrees, and the Recipient Scientist agree acknowledges, that the Material: (a) is to be used solely only for teaching and academic the purpose as specified in Exhibit A. If Recipient desires to use Material for research purposesother than that stated in Exhibit A, then Recipient must obtain written consent from Provider, before any suchresearch is undertaken; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the underthe direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization organization(s) without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to shall refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To Following publication of the research, and to the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, available to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s researchresearch under an agreement having terms consistent with the terms of this Agreement; provided that such other scientists reimburse the Provider Provider(s) for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, Derivatives or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist Scientist(s) may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider Provider, and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such asfor the protection of human subjects. The Recipient represents that it has obtained Institutional Review Board (“IRB”) approval, for exampleas appropriate, those relating to use the Material. The Research may be considered non-human subjects research involving the use of animals or recombinant DNAas determined by a Party’s IRB. 13. Provider Scientist will label, package, and transport the Original Material in accord with all applicable local, state and federal laws and regulations. 14. Provider ensure that the Original Material provided pursuant to this Agreement was collected or will be collected in accordance with the Provider’s standard patient informed consent procedures in effect at the time of collection and subject to approval, exemption or non-human subjects research determination by the Provider’s IRB or equivalent. Recipient may review the consent form used in collection of Original Material as well as any subsequent revisions thereof. The Original Material provided to Recipient will not be accompanied by personally identifiable patient information and for Original Material subject to U.S. laws, will not be accompanied by “Protected Health Information” (“PHI”) as defined in 45 CFR 164.501 or personally identifiable information as described in 5 USC Section 522. However, if de-identified information (“Information”) is provided that nevertheless could be used to identify an individual at a later time, a Recipient in the U.S. hereby agrees to treat such Information as PHI or personally identifiable information, as applicable. If Information is provided, it will be described in the Record of Transfer (Exhibit B to this Agreement). In any circumstances, the Recipient agrees to use the Information only for the Research Purpose ( as set forth in Exhibit A ) and to the extent necessary for that specific research and will not contact or make any effort to identify human subjects from whom the Original Material was obtained without specific written approval from the Provider. 15. The Parties acknowledge that applicable state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The Parties agree to take such action as is necessary to implement any amendments to the standards and requirements of such applicable laws or regulations relating to the security or confidentiality of patient information, including in the case of a U.S. Recipient, the Health Insurance Portability and Accountability Act (“HIPAA”) Privacy and Security Rules or the Privacy Act of 1974, and other applicable laws and regulations relating to the security or confidentiality of PHI or personally identifiable information. The Parties further agree that if current or future applicable federal or state laws, rules, or regulations adversely impact a Party’s performance under the Agreement, the Parties will negotiate in good faith to amend the Agreement, as necessary, to be consistent with the requirements of such applicable laws, rules or regulations. If the Parties are unable to modify the Agreement to fully comply with such applicable laws, rules and regulations, one or both parties may terminate this Agreement. 16. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party the Provider or Recipient Party to the other, or (c) on the date specified in Exhibit Bby HuBMAP Program, provided that: (i) if termination should occur under 13(a16(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement Agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b16(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, upon written request from the Recipient, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, (1) year to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 1417. A transmittal fee shall be paid by Recipient to Provider for preparation and distribution costs, including the cost of shipping. 18. To the extent permitted by law, Recipient agrees to treat in confidence, for a period of three (3) years from the date of its disclosure, any of Provider’s written information about the Original Material that is marked as "Confidential" when transmitted (“Confidential Information”). Any oral disclosures from Provider to Recipient shall be identified as being confidential by notice delivered to Recipient within ten (10) days after the date of the oral disclosure. Confidential Information does not include information that: a. has been published or is otherwise publicly available at the time of disclosure to the Recipient; or b. was in the possession of or was readily available to the Recipient without being subject to a confidentiality obligation from another source prior to the disclosure; or c. has become publicly known, by publication or otherwise, not due to any breach of this Agreement by the Recipient; or d. Recipient(s) can demonstrate it developed such information independently or acquired it without reference to or reliance upon Provider’s Confidential Information; or e. is required to be disclosed by law, regulation, or court order. 19. Recipient agree that if genomic, transcriptomic, proteomic, metabolomics, phenomic and/or other Material- related data are generated from any Materials ("Material Data"), Recipient will promptly, in confidence, provide a report containing such Material Data to Provider. Use and/or sharing of any such Material Data will be consistent with the HuBMAP Data Use Agreement (final version date: May 6, 2019) and Data Sharing Policies, provided that any such use of the Material Data shall not preempt Recipient’s first publication or presentation of Recipient’s research results. 20. In the event a Party breaches the terms of this Agreement or terminates its participation in the performance of the Research Purpose, any Materials received and or Material Data generated by that Party in the performance of the Research Purpose using Materials received or Material Data generated in the performance of the Research Purpose shall remain available for use to the remaining Consortium participants consistent with the terms of this Agreement. 21. This Agreement may be amended only by written instrument signed by all Parties (“Amendment”). 22. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. Electronic signatures hereon are legal, valid, and enforceable as originals. 23. Paragraphs 6, 9, 10, 14, 18 and 10 20 of this Section II shall survive termination.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those of substances created by Recipient through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) : is to be used solely for teaching and academic Nonprofit Organizations’ research purposes; (b) ; will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) ; is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) and will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) . The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are do not Progeny, Unmodified Derivatives, contain or Modifications. (b) Under an agreement at least as protective of incorporate the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6Material. The Recipient acknowledges that the Material is or may be the subject of a patent or patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a of any such patent application applications claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the ModificationsMaterial. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material<<<>>>, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) : if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) and in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination.

Terms and Conditions of this Agreement. 1. The Provider M.I.T. retains ownership of the MaterialMATERIAL, including any Material MATERIAL contained or incorporated in ModificationsMODIFICATIONS. 2. The Recipient RECIPIENT retains ownership of: (a) Modifications MODIFICATIONS (except that, the Provider M.I.T. retains ownership rights to the Material MATERIAL (included therein), and (b) those substances created * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. through the use of the Material MATERIAL or ModificationsMODIFICATIONS, but which are not ProgenyPROGENY, Unmodified Derivatives UNMODIFIED DERIVATIVES or Modifications MODIFICATIONS (i.e., do not contain the Original MaterialORIGINAL MATERIAL, ProgenyPROGENY, Unmodified DerivativesUNMODIFIED DERIVATIVES). If either 2 (a2(a) or 2 (b2(b) results from the collaborative efforts of the Provider M.I.T. and the RecipientRECIPIENT, joint ownership may be negotiated. 3. The Recipient RECIPIENT and the Recipient Scientist RECIPIENT SCIENTIST agree that the MaterialMATERIAL: (a) is to be used solely for teaching and academic research purposesthe purpose defined in Attachment A (the "PURPOSE"); (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Providersubjects; (c) is to be used only at the Recipient RECIPIENT organization and only in the Recipient Scientist RECIPIENT SCIENTIST's laboratory under the direction of the Recipient Scientist RECIPIENT SCIENTIST or others working under his/her direct supervision; and and (d) will not be transferred to anyone else within the Recipient RECIPIENT organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination.M.I.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Material or Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) : is to be used solely only for teaching and academic the purpose as specified in Exhibit C. If Recipient desires to use Material for research purposes; (b) other than that described, then Recipient must obtain written consent from Provider, before any such research is undertaken; will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) ; is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) and will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) . Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) . Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations for the protection of human subjects. The Recipient represents that it has obtained Institutional Review Board approval, as appropriate, to use the Material. Provider Scientist agrees to label, package, and guidelines such astransport the Original Material in accord with all applicable local, state and federal laws and regulations. Provider ensures that the Original Material provided pursuant to this Agreement was collected or will be collected in accordance with the standard patient informed consent procedures of Provider in effect at the time of collection and subject to approval or an exemption determination by the Provider Institutional Review Board (“IRB”) or equivalent. Recipient may review the consent form used in collection of Original Material as well as any subsequent revisions thereof.,The Original Material provided to Recipient will not be accompanied by personally identifiable patient information and for exampleOriginal Material subject to U.S. laws, those will not be accompanied by “Protected Health Information” (“PHI”) as defined in 45 CFR 164.501 or personally identifiable information as described in 5 USC Section 522. However, if de-identified information (“Information”) is provided that nevertheless could be used to identify an individual at a later time, a Recipient in the U.S. hereby agrees to treat Information as PHI or personally identifiable information, as applicable. If Information is provided, it will be described in Exhibit C. In any circumstances, the Recipient agrees to use the Information only for the research purpose as set forth in Exhibit C and to the extent necessary for that specific research, and will not contact or make any effort to identify human subjects from whom the Original Material was obtained without specific written approval from the Provider. To the extent Provider is providing a Limited Data Set as defined under HIPAA data to the Recipient, the parties agree that additional data use terms will be set forth in a Data Use Agreement as set forth in Exhibit D. The parties acknowledge that applicable state and federal laws relating to research involving data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The parties agree to take such action as is necessary to implement any amendments to the use standards and requirements of animals such applicable laws or recombinant DNA. 13regulations relating to the security or confidentiality of patient information, including in the case of a U.S. Recipient, the Health Insurance Portability and Accountability Act (“HIPAA”) Privacy and Security Rules or the Privacy Act of 1974, and other applicable laws and regulations relating to the security or confidentiality of PHI or personally identifiable information. The parties further agree that if current or future applicable federal or state laws, rules, or regulations adversely impact a party’s performance under the Agreement, the parties will negotiate in good faith to amend the Agreement, as necessary, to be consistent with the requirements of such applicable laws, rules or regulations. If the parties are unable to modify the Agreement to fully comply with such applicable laws, rules and regulations, one or both parties may terminate this Agreement. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a16(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (iiiii) in the event the Provider terminates this Agreement under 13(b16(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, 10, and 10 14 shall survive termination.

Terms and Conditions of this Agreement. 1. The Provider PROVIDER retains ownership of the MaterialMATERIAL, including any Material MATERIAL contained or incorporated in ModificationsMODIFICATIONS. 2. The Recipient RECIPIENT retains ownership of: : (a) Modifications MODIFICATIONS (except that, the Provider PROVIDER retains ownership rights to the Material MATERIAL included therein), and and (b) those substances created through the use of the Material MATERIAL or ModificationsMODIFICATIONS, but which are not ProgenyPROGENY, Unmodified Derivatives UNMODIFIED DERIVATIVES or Modifications MODIFICATIONS (i.e., do not contain the Original MaterialORIGINAL MATERIAL, ProgenyPROGENY, Unmodified DerivativesUNMODIFIED DERIVATIVES). If either 2 (a2(a) or 2 (b2(b) results from the collaborative efforts of the Provider and the Recipienteffort, joint ownership may be negotiated. 3. The Recipient RECIPIENT and the Recipient Scientist RECIPIENT SCIENTIST agree that the MaterialMATERIAL: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the ProviderPROVIDER; (c) is to be used only at the Recipient organization RECIPIENT organisation and only in the Recipient Scientist RECIPIENT SCIENTIST's laboratory under the direction of the Recipient Scientist RECIPIENT SCIENTIST or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization RECIPIENT organisation without the prior written consent of the ProviderPROVIDER. 4. The Recipient RECIPIENT and the Recipient Scientist RECIPIENT SCIENTIST agree to refer to the Provider PROVIDER any request for the Material MATERIAL from anyone other than those persons working under the Recipient Scientist’s RECIPIENT SCIENTIST's direct supervision. To the extent supplies are available, the Provider or the Provider Scientist PROVIDER agrees to make the Material MATERIAL available, under an a separate implementing letter to this Agreement or other agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)NONPROFIT ORGANIZATION(S) who wish to replicate the Recipient Scientist’s RECIPIENT SCIENTIST's research; provided that such other scientists reimburse the Provider PROVIDER for any costs relating to the preparation and distribution of the MaterialMATERIAL. (a) The Recipient RECIPIENT and/or the Recipient Scientist RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the Recipient RECIPIENT through the use of the Original Material ORIGINAL MATERIAL only if those substances are not ProgenyPROGENY, Unmodified DerivativesUNMODIFIED DERIVATIVES, or ModificationsMODIFICATIONS. (b) Under a separate implementing letter to this Agreement (or an agreement at least as protective of the Provider’s rights as this AgreementPROVIDER's rights), the Recipient RECIPIENT may distribute Modifications MODIFICATIONS to Nonprofit Organization(sNONPROFIT ORGANIZATION(S) for research and teaching purposes only. (c) Without written consent from the ProviderPROVIDER, the Recipient RECIPIENT and/or the Recipient Scientist RECIPIENT SCIENTIST may NOT provide Modifications MODIFICATIONS for Commercial PurposesCOMMERCIAL PURPOSES. It is recognized recognised by the Recipient RECIPIENT that such Commercial Purposes COMMERCIAL PURPOSES may require a commercial license from the Provider PROVIDER and the Provider PROVIDER has no obligation to grant a commercial license to its ownership interest in the Material MATERIAL incorporated in the ModificationsMODIFICATIONS. Nothing in this paragraph, however, shall prevent the Recipient RECIPIENT from granting commercial licenses under the Recipient’s RECIPIENT's intellectual property rights claiming such ModificationsMODIFICATIONS, or methods of their manufacture or their use. 6. The Recipient RECIPIENT acknowledges that the Material MATERIAL is or may be the subject of a patent application. Except as provided in this Agreementagreement, no express or implied licenses or other rights are provided to the Recipient RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the ProviderPROVIDER, including any altered forms of the Material MATERIAL made by the ProviderPROVIDER. In particular, no express or implied licenses or other rights are provided to use the MaterialMATERIAL, ModificationsMODIFICATIONS, or any related patents of the Provider PROVIDER for Commercial PurposesCOMMERCIAL PURPOSES. 7. If the Recipient RECIPIENT desires to use or license the Material MATERIAL or Modifications MODIFICATIONS for Commercial PurposesCOMMERCIAL PURPOSES, the Recipient RECIPIENT agrees, in advance of such use, to negotiate in good faith with the Provider PROVIDER to establish the terms of a commercial license. It is understood by the Recipient RECIPIENT that the Provider PROVIDER shall have no obligation to grant such a license to the RecipientRECIPIENT, and may grant exclusive or non-non- exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material MATERIAL to any third party(ies), subject to any pre-existing rights held by othersothers and obligations to the Government. 8. The Recipient RECIPIENT is free to file patent application(s) claiming inventions made by the Recipient RECIPIENT through the use of the Material MATERIAL but agrees to notify the Provider PROVIDER upon filing a patent application claiming Modifications MODIFICATIONS or method(s) of manufacture or use(s) of the MaterialMATERIAL. 9. Any Material MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT NOR INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. 10. Except to the extent prohibited by law, the Recipient RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MaterialMATERIAL. The Provider PROVIDER will not be liable to the Recipient RECIPIENT for any loss, claim or demand made by the RecipientRECIPIENT, or made against the Recipient RECIPIENT by any other party, due to or arising from the use of the Material MATERIAL by the RecipientRECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful wilful misconduct of the ProviderPROVIDER. 11. This Agreement agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material MATERIAL or the ModificationsMODIFICATIONS. The Recipient Scientist RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the Material MATERIAL in all publications. 12. The Recipient RECIPIENT agrees to use the Material MATERIAL in compliance with all applicable statutes and governmental regulations and regulations, including guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: : (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogues or public depositories, or (b) on completion of the Recipient’s RECIPIENT's current research with the MaterialMATERIAL, or or (bc) on thirty (30) days written notice by either party to the other, or or (cd) on the date specified in Exhibit Ban implementing letter, provided that: (i) if termination should occur under 13(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 13(b) or (cd) above, the Recipient RECIPIENT will discontinue its use of the Material MATERIAL and will, upon direction of the ProviderPROVIDER, return or destroy any remaining MaterialMATERIAL. The RecipientRECIPIENT, at its discretion, will also either destroy the Modifications MODIFICATIONS or remain bound by the terms of this agreement as they apply to ModificationsMODIFICATIONS; and (iiiii) in the event the Provider PROVIDER terminates this Agreement under 13(b13(c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider PROVIDER will defer the effective date of termination for a period of up to one year, upon request from the RecipientRECIPIENT, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient RECIPIENT will discontinue its use of the Material MATERIAL and will, upon direction of the ProviderPROVIDER, return or destroy any remaining MaterialMATERIAL. The RecipientRECIPIENT, at its discretion, will also either destroy the Modifications MODIFICATIONS or remain bound by the terms of this agreement as they apply to ModificationsMODIFICATIONS. 14. Paragraphs 6, 9, and 10 shall survive termination. 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 by the PROVIDER, the amount will be indicated at the end of the MTA. The PROVIDER will forward the MATERIAL to the RECIPIENT SCIENTIST upon receipt of the signed copy from the RECIPIENT organisation. 1. Pax7-KO mice Pax7-LacZ-Knockin mice 2. Optional Termination Date: ______________ 3. Optional Transmittal Fee (to reimburse the PROVIDER for preparation and distribution costs) Amount: $ _______________

Terms and Conditions of this Agreement. 12.1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 22.2. The Recipient retains ownership of: : (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 2.2 (a) or 2 2.2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 32.3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching and academic or other non-commercial research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization organisation and only in the Recipient Scientist Scientist's laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization organisation without the prior written consent of the Provider. When relevant in case of human biological material, the Provider shall check prior to the signature of this agreement that: the proposed usage is covered by the informed consent of the persons who provided their material any necessary ethics or regulatory approval for the proposed use is provided by the Recipient the legal provisions for export (Provider site) and import (Recipient site) of biological material are fulfilled. 42.4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s 's direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an a separate implementing letter to this Agreement or other agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(sNon-profit Organisation(s)) who wish to replicate the Recipient Scientist’s 's research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material2.5. (a) 2.5. The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. 2.6. Under a separate implementing letter to this Agreement (b) Under or an agreement at least as protective of the Provider’s rights as this Agreement's rights), the Recipient may distribute Modifications to Nonprofit Organization(sNon-profit Organisation(s) for research and teaching purposes only. (c) 2.7. Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 62.8. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 72.9. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 82.10. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 92.11. 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 KINDThe Provider makes no representations and extends no warranties of any kind, EITHER EXPRESSED OR IMPLIEDeither expressed or implied. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEThere 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 PATENTor that the use of the material will not infringe any patent, COPYRIGHTcopyright, TRADEMARK, OR OTHER PROPRIETARY RIGHTStrademark or other proprietary rights. 102.12. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful wilful misconduct of the Provider. 112.13. This Agreement agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement acknowledgment of the source of the Material in all publications. The bioresource from which the material is originating XXX requires to be cited according to the CoBRA1 (Citation of BioResource in journal Articles) guideline in any publication referring to it. [Here the Provider could specify what would be this citation format for the specific resource object of the MTA, i.e. which name, which ID etc.] 122.14. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. The Recipient is aware that for microbial genetic resources as well as plant material specific requirements may be compulsory to ensure the use of the Material in compliance with the Convention on Biological Diversity (CBD), the Nagoya Protocol on Access to Genetic Resources and the Fair and Equitable Sharing of Benefits Arising from Their Utilization and underlying international and national laws. 132.15. This Agreement will terminate on the earliest of the following dates: : (a) when the Material becomes generally available from third parties, for example, though reagent catalogues or public depositories or (b) on completion of the Recipient’s 's current research with the Material, or or (bc) on thirty (30) days written notice by either party to the other, or or (cd) on the date specified in Exhibit Ban implementing letter, provided that: (iI) if termination should occur under 13(a2.15(a), the Recipient shall be bound to the Provider by the least restrictive terms applicable to the Material obtained from the then available resources; (II) if termination should occur under 2.15(b) or (cd) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they the apply to Modifications; and (iiIII) in the event the Provider terminates this Agreement under 13(b2.15(c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 142.16. Paragraphs 62.8, 9, 2.11 and 10 2.12 shall survive termination. 2.17. 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 by the Provider, the amount will be indicated in Article 3.4.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination. If checked, the following terms apply to this Agreement: This Agreement shall terminate on . Upon termination, the Recipient will either destroy any remaining Material or return it to the Provider, as directed by the Provider. A transmittal fee of shall be paid by Recipient to Provider, for preparation and distribution costs. The Recipient intends to use the Material for purposes including but not limited to those described below: To the extent permitted by law, Recipient agrees to treat in confidence, for a period of three (3) years from the date of its disclosure, any of Provider’s written information about the Material that is stamped "Confidential" (“Confidential Information”). Any oral disclosures from Provider to Recipient shall be identified as being Confidential Information by notice delivered to Recipient within ten (10) days after the date of the oral disclosure. Confidential Information does not include information that: a. has been published or is otherwise publicly available at the time of disclosure to the Recipient; b. was in the possession of or was readily available to the Recipient without being subject to a confidentiality obligation from another source prior to the disclosure; c. has become publicly known, by publication or otherwise, not due to any unauthorized act of the Recipient; d. Recipient can demonstrate it developed independently, or acquired without reference to or reliance upon Confidential Information; or e. is required to be disclosed by law, regulation, or court order.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may shall be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for _(Briefly describe purpose/nature of use) or teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist Scientist's laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and; (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider; and (e) the results obtained from research conducted by Recipient will be shared with Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s 's direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) 5. The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-pre- existing rights held by othersothers and obligations to the Federal Government. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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 KINDThe Material is provided “as is” and Provider makes no representations and extends no warranties of any kind, EITHER EXPRESSED OR IMPLIEDeither expressed or implied. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEThere 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 PATENTor that the use of the Material will not infringe any patent, COPYRIGHTcopyright, TRADEMARKor trademark, OR OTHER PROPRIETARY RIGHTSor other proprietary rights. In no event shall the Mississippi Board of Trustees of State Institutions of Higher Learning, Provider, the Trustees, or any officers, agents or employees thereof be liable for the incidental or consequential damages of any kind, including economic damage or injury to property and loss of profits, regardless of whether USM shall be advised of, shall otherwise have reason to know, or in fact shall know of the possibility thereof. 10. Except to Recipient shall at all times during the extent prohibited by lawterm of this Agreement and thereafter, indemnify, defend and hold Provider, the Recipient assumes all liability for damages which may arise from its useState of Mississippi, storage or disposal the trustees of the Material. The Provider will not be liable to Board of Trustees of Institutions of Higher Learning, the Recipient for any lossBoard of Trustees of Institutions of Higher Learning, their officers, employees and affiliates, both in their official and personal capacities, harmless against all claims and expenses, including legal expenses and reasonable attorney's fees, whether arising from a third party claim or demand made by the resulting from Provider’s enforcing this indemnification clause against Recipient, or made arising out of the death of or injury to any person or persons or out of any damage to property and against the Recipient by any other partyclaim, due to or arising proceeding, demand, expense and liability of any kind whatsoever resulting from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct arising from any obligation of the ProviderRecipient hereunder. 11. This Agreement agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) when the Material becomes generally available from third parties, for example, though reagent catalogs or public depositories or (b) on completion of the Recipient’s current research with the Material, or (bc) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a), the Recipient shall be bound to the Provider by the least restrictive terms applicable to the Material obtained from the then-available resources; and (ii) or (c) aboveif termination should occur under 13(b), the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (iiiii) in the event the Provider terminates this Agreement under 13(b13(c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 of Section II shall survive termination. 15. Notwithstanding any provision to the contrary contained herein, it is recognized that Provider is a university and a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act, Mississippi Code Annotated §25-61-1, et seq., as amended. If a public records request is made for any Information provided to University pursuant to this agreement, University shall promptly notify the disclosing Party of such request. The disclosing Party shall promptly institute appropriate legal proceedings to protect its Information. No Party to this agreement shall be liable to the other Party for disclosures of Information required by Court order or required by law. 16. This Agreement shall be construed, governed, interpreted, and applied in accordance with the laws of the State of Mississippi, U.S.A. without regard to its choice of law or conflicts of law rules or principles.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Material or Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely only for teaching and academic the purpose as specified in Exhibit C. If Recipient desires to use Material for research purposesother than that described, then Recipient must obtain written consent from Provider, before any such research is undertaken; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances substanc es are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such asfor the protection of human subjects. The Recipient represents that it has obtained Institutional Review Board approval, for exampleas appropriate, those relating to research involving use the use of animals or recombinant DNAMaterial. 13. Provider Scientist agrees to label, package, and transport the Original Material in accord with all applicable local, state and federal laws and regulations. 14. Provider ensures that the Original Material provided pursuant to this Agreement was collected or will be collected in accordance with the standard patient informed consent procedures of Provider in effect at the time of collection and subject to approval or an exemption determination by the Provider Institutional Review Board (“IRB”) or equivalent. Recipient may review the consent form used in collection of Original Material as well as any subsequent revisions thereof. The Original Material provided to Recipient will not be accompanied by personally identifiable patient information and for Original Material subject to U.S. laws, will not be accompanied by “Protected Health Information” (“PHI”) as defined in 45 CFR 164.501 or personally identifiable information as described in 5 USC Section 522. However, if de-identified information (“Information”) is provided that nevertheless could be used to identify an individual at a later time, a Recipient in the U.S. hereby agrees to treat Information as PHI or personally identifiable information, as applicable. If Information is provided, it will be described in Exhibit C. In any circumstances, the Recipient agrees to use the Information only for the research purpose as set forth in Exhibit C and to the extent necessary for that specific research and will not contact or make any effort to identify human subjects from whom the Original Material was obtained without specific written approval from the Provider. 15. The parties acknowledge that applicable state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments. The parties agree to take such action as is necessary to implement any amendments to the standards and requirements of such applicable laws or regulations relating to the security or confidentiality of patient information, including in the case of a U.S. Recipient, the Health Insurance Portability and Accountability Act (“HIPAA”) Privacy and Security Rules or the Privacy Act of 1974, and other applicable laws and regulations relating to the security or confidentiality of PHI or personally identifiable information. The parties further agree that if current or future applicable federal or state laws, rules, or regulations adversely impact a party’s performance under the Agreement, the parties will negotiate in good faith to amend the Agreement, as necessary, to be consistent with the requirements of such applicable laws, rules or regulations. If the parties are unable to modify the Agreement to fully comply with such applicable laws, rules and regulations, one or both parties may terminate this Agreement. 16. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided thatprovidedthat: (i) if termination should occur under 13(a16(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b16(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 1417. Paragraphs 6, 9, 10, and 10 14 shall survive termination.. If checked, the following terms apply to this Agreement: This Agreement shall terminate 5 years from the Effective Date. Upon termination, the Recipient will either destroy any remaining Material or return it to the Provider, as directed by the Provider. A transmittal fee of $0 shall be paid by Recipient to Provider, for preparation and distribution costs. To the extent permitted by law, Recipient agrees to treat in confidence, for a period of three (3) years from the date of its disclosure, any of Provider's written information about the Material that is stamped "Confidential" ("Confidential Information"). Any oral disclosures from Provider to Recipient shall be identified as being Confidential Information by notice delivered to Recipient within ten (10) days after the date of the oral disclosure. Confidential Information does not include information that: a. has been published or is otherwise publicly available at the time of disclosure to the Recipient; b. was in the possession of or was readily available to the Recipient without being subject to a confidentiality obligation from another source prior to the disclosure; c. has become publicly known, by publication or otherwise, not due to any unauthorized act of the Recipient; d. Recipient can demonstrate it developed independently, or acquired without reference to or reliance upon Confidential Information; or e. is required to be disclosed by law, regulation, or court order. Additional binding terms:

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination. Exhibit B Optional Terms‌ If checked, the following terms apply to this Agreement: This Agreement shall terminate on . Upon termination, the Recipient will either destroy any remaining Material or return it to the Provider, as directed by the Provider. A transmittal fee of shall be paid by Recipient to Provider, for preparation and distribution costs. The Recipient intends to use the Material for purposes including but not limited to those described below: To the extent permitted by law, Recipient agrees to treat in confidence, for a period of three (3) years from the date of its disclosure, any of Provider’s written information about the Material that is stamped "Confidential" (“Confidential Information”). Any oral disclosures from Provider to Recipient shall be identified as being Confidential Information by notice delivered to Recipient within ten (10) days after the date of the oral disclosure. Confidential Information does not include information that: a. has been published or is otherwise publicly available at the time of disclosure to the Recipient; b. was in the possession of or was readily available to the Recipient without being subject to a confidentiality obligation from another source prior to the disclosure; c. has become publicly known, by publication or otherwise, not due to any unauthorized act of the Recipient; d. Recipient can demonstrate it developed independently, or acquired without reference to or reliance upon Confidential Information; or e. is required to be disclosed by law, regulation, or court order.

Terms and Conditions of this Agreement. 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Progeny or Unmodified Derivatives). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient agrees, and the Recipient Scientist agree acknowledges, that the Material: (a) is to be used solely only for teaching and academic the purpose as specified in Exhibit A. If Recipient desires to use Material for research purposesother than that stated in Exhibit A, then Recipient must obtain written consent from Provider, before any such research is undertaken; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist Scientist’s laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization organization(s) without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to shall refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist’s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist’s research; provided that such other scientists reimburse the Provider Provider(s) for any costs relating to the preparation and distribution of the Material. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, Derivatives or Modifications. (b) Under an agreement at least as protective of the Provider’s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist Scientist(s) may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient’s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, Recipient and may grant exclusive or non-exclusive commercial licenses to others, others or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. 9. 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage storage, or disposal of the Material. The Provider will not be liable to the Recipient for any loss, claim or demand made by the Recipient, or made against the Recipient by any other party, due to or arising from the use of the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient’s current research with the Material, or (b) on thirty (30) days written notice by either party the Provider or Recipient Party to the other, or (c) on the date specified in Exhibit Bby XxxXxx Program, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement Agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one (1) year, upon written request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. In the event a Party breaches the terms of this Agreement or terminates its participation in the performance of the Research Purpose, any Materials received and or Material Data generated by that Party in the performance of the Research Purpose using Materials received or Material Data generated in the performance of the Research Purpose shall remain available for use to the remaining Consortium participants consistent with the terms of this Agreement. 15. This Agreement may be amended only by written instrument signed by all Parties (“Amendment”). 16. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. Electronic signatures hereon are legal, valid, and enforceable as originals. 17. Paragraphs 6, 9, 9 and 10 shall survive termination.