Terms and Conditions of this Agreement. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL include therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are 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. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL: Is to be used solely for teaching and academic research purposes; Will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER; Is to be used only at the RECIPIENTS organization and only in the RECIPIENT SCIENTIST’S laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her supervision; and Will not be transferred to anyone else within the RECIPIENTS organization without the prior written consent of the PROVIDER. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those working under the RECIPIENT SCIENTIST’S direct supervision. To the extend supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANISATION(S)) who wish to replicate RECIPIENT SCIENTIST’S research; provide 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 a separate agreement at least as protective of the PROVIDER’S rights, the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANISATION(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 licence from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATION. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT’S intellectual properties claiming such MODIFICATIONS, or methods of their manufacture or their use.
Appears in 1 contract
Samples: Material Transfer Agreement
Terms and Conditions of this Agreement. 9. The PROVIDER retains ownership of in all rights in the ORIGINAL MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, shall use the PROVIDER retains ownership rights to the ORIGINAL MATERIAL include therein), for research and (b) those substances created through the investigational purposes only. The ORIGINAL MATERIAL is not for clinical use. The RECIPIENT must ensure that use of the ORIGINAL MATERIAL for human or MODIFICATIONSanimal investigational studies is carried out in accordance with approved protocols.
10. The RECIPIENT shall be free to make MODIFICATIONS and/or DERIVATIVE WORKS; however, but which are PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e. do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2(aRECIPIENT shall provide such MODIFICATION(S) or 2(bDERIVATIVE WORK(S) results from the collaborative efforts of the to PROVIDER with an agreement containing no more restrictions than included in this Agreement, and the RECIPIENT, joint ownership may be negotiatedshall allow PROVIDER to distribute such MODIFICATIONS and/or DERIVATIVE WORKS to other sites.
11. The RECIPIENT and the RECIPIENT SCIENTIST agree that the ORIGINAL MATERIAL: Is :
a. is to be used solely for teaching and teaching, academic research purposes; Will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER; Is and non-commercial use
b. is to be used only at the RECIPIENTS RECIPIENT organization and only in the RECIPIENT SCIENTIST’S laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and Will and
c. will not be transferred to anyone else within the RECIPIENTS RECIPIENT organization or to any other third party without the prior written consent of the PROVIDER; and
d. will not be used for clinical diagnostic purposes.
12. The RECIPIENT agrees to provide the PROVIDER data from normal subjects, suitable for processing using the ORIGINAL MATERIAL and MODIFICATIONS and that the PROVIDER may use and distribute to support the aims of the project. RECIPIENT further agrees to acquire all such data according to the MIDAS Policies and Procedures attached hereto and in accordance with RECIPIENT’s IRB approval.
13. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the ORIGINAL MATERIAL from anyone other than those persons working under the RECIPIENT SCIENTIST’S direct supervision.
14. To The RECIPIENT acknowledges that the extend supplies ORIGINAL 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 availableprovided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the ORIGINAL MATERIAL made by the PROVIDER. In particular, no express or implied licenses or other rights are provided to use the ORIGINAL MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES.
15. If the RECIPIENT desires to use or license the ORIGINAL MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the PROVIDER or RECIPIENT agrees, in advance of such use, to negotiate in good faith with the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate agreement having terms consistent with establish the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANISATION(S)) who wish to replicate RECIPIENT SCIENTIST’S research; provide 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 a commercial license. It is understood by the RECIPIENT through 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 right in the ORIGINAL MATERIAL to any third party(ies), subject to any pre-existing rights held by others and obligations to the Federal Government.
16. Any ORIGINAL MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have unanticipated and/or deleterious properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE ORIGINAL MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.
17. It is understood by the RECIPIENT that PROVIDER can provide only limited support for the installation or use of the software by email and telephone.
18. Except to the extent prohibited by law, the RECIPIENT assumes all liability and agrees to defend, indemnify, and hold harmless PROVIDER for damages that may arise from its use, storage, or disposal of the ORIGINAL MATERIAL, MODIFICATIONS or DERIVATIVE WORKS. 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 ORIGINAL MATERIAL only if those substances are not PROGENYMATERIAL, UNMODIFIED DERIVATIVES, MODIFICATIONS or MODIFICATIONSDERIVATIVE WORKS by the RECIPIENT.
19. The RECIPIENT SCIENTIST agrees to provide the appropriate acknowledgement of the PROVIDER and of the support from the National Institutes of Health of the ORIGINAL MATERIAL in all publications.
20. In the event that it is believed that improper use or acknowledgement of the ORIGINAL MATERIAL has taken place, the PROVIDER retains the right to terminate the Agreement.
21. The Agreement may be terminated by the PROVIDER or the RECIPIENT at any time by giving thirty (b30) Under a separate agreement at least as protective days written notice. Upon termination, the RECIPIENT will discontinue its use of the ORIGINAL MATERIAL and will, upon direction of the PROVIDER’S rights, the RECIPIENT may distribute return or destroy any ORIGINAL MATERIAL, MODIFICATIONS to NONPROFIT ORGANISATION(S) for research and teaching purposes onlyDERIVATIVE WORKS. 22. Paragraphs 11, 12, 14, 15, 16, 17, 18 and 21 shall survive termination.
(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 licence from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATION. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT’S intellectual properties claiming such MODIFICATIONS, or methods of their manufacture or their use.
Appears in 1 contract
Samples: Material Transfer Agreement
Terms and Conditions of this Agreement. The PROVIDER shall provide ORIGINAL MATERIAL for the RECIPIENT in accordance with the conditions (including quantity and price) specified in Attachment B. The PROVIDER retains ownership (including, but not limited to, ownership of intellectual property rights) of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL include 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. i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2(a3 (a) or 2(b3 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated. The RECIPIENT and the RECIPIENT SCIENTIST agree agrees that the MATERIAL: Is is to be used solely for teaching and academic research purposespurposes specified in Attachment B; Will will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the prior written consent of the PROVIDER; Is is to be used only at the RECIPIENTS RECIPIENT organization and only in the RECIPIENT SCIENTIST’S 's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and Will will not be transferred to anyone else within the RECIPIENTS RECIPIENT organization without the prior written consent of the PROVIDER. The RECIPIENT and the RECIPIENT SCIENTIST agree agrees 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 extend extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree agrees to make the MATERIAL available, under a separate an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANISATION(S)ORGANIZATION(S) who wish to replicate the RECIPIENT SCIENTIST’S 's research; provide 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 a separate agreement at least as protective of the PROVIDER’S rights, the The RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANISATION(SORGANIZATION(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 The RECIPIENT recognizes that such COMMERCIAL PURPOSES may require a commercial licence 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 MODIFICATIONMODIFICATIONS. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT’S 's intellectual properties property rights claiming such MODIFICATIONS, or methods of their manufacture or their use.
(d) If requested by the PROVIDER and to the extent supplies are available, the RECIPIENT shall provide MODIFICATIONS for the PROVIDER under an agreement having terms equivalent to the terms of this Agreement. 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. 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. 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. 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 acknowledgment of the source of the MATERIAL in all publications. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations and guidelines. This Agreement will terminate on the earliest of the following dates: (a) on thirty (30) days written notice by either party to the other, or (b) on the end of the effective period specified in Attachment B or extended in accordance with (ii) below, provided that: if termination should occur under (a) above, then 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 in the event the PROVIDER terminates this Agreement under 12(a) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER will extend the effective period for up to one year, upon request from the RECIPIENT, to permit completion of research in progress. Paragraphs 5, 6, 7, 8, 9, 10 and 14 shall survive termination of this Agreement. The laws of Japan, without giving effect to conflicts of law principles, govern all matters arising out of or related to this Agreement including, its validity, interpretation, construction, performance and enforcement. Any dispute arising out of or pertaining to this Agreement, which can not be settled through amicable negotiation, will be finally resolved by binding arbitration, the place of which shall be in the country of the party to whom the demand for arbitration is addressed. This Agreement is effective once signed by the Parties. The parties executing this Agreement certify that their respective organizations have accepted and signed this Agreement, and further agree to be bound by its terms, for the transfer specified above. (Representative authorized by the PROVIDER to approve this agreement) Name: __________________________________________________________________ Title: _________________________________________________________________ Signature: _____________________________________________________________ Date: __________________________________________________________________ (Representative authorized by the RECIPIENT to approve this agreement) Name: __________________________________________________________________ Title: _________________________________________________________________ Signature: _____________________________________________________________ Date: __________________________________________________________________
1. PROVIDER Name: Tokyo Medical and Dental University Address: 0-0-00, Xxxxxxx, Xxxxxx-xx, Xxxxx 000-0000, Xxxxx
2. PROVIDER SCIENTIST Name: Title: Signature: Date:
3. RECIPIENT Name: Address:
4. RECIPIENT SCIENTIST
Appears in 1 contract
Samples: Material Transfer Agreement
Terms and Conditions of this Agreement. PROVIDER agrees to provide to RECIPIENT the DATA under the terms and conditions of this Agreement. The PROVIDER retains ownership DATA or MODIFICATIONS shall not be used by RECIPIENT for COMMERCIAL PURPOSES. The DATA or MODIFICATIONS shall be used only for non-commercial research uses in the laboratory of RECIPIENT’S PRINCIPAL INVESTIGATOR and solely in connection with the following RESEARCH PROJECT described with specificity as follows (Use an attachment page if necessary): Other studies or uses are expressly prohibited and shall not be pursued by the RECIPIENT, RECIPIENT’S PRINCIPAL INVESTIGATOR, any other member of the MATERIALRECIPIENT’S PRINCIPAL INVESTIGATOR’s laboratory, or any other party. RECIPIENT agrees to comply with all Federal and State rules and regulations applicable to the RESEARCH PROJECT and the handling of the DATA. The DATA represents significant investment on the part of PROVIDER and is considered proprietary to PROVIDER. RECIPIENT’S PRINCIPAL INVESTIGATOR, therefore, agrees to retain control over the DATA, and further agrees not to transfer or provide access to the DATA to other persons not under his or her direct supervision, including temporary employees and visitors, without advance written approval of PROVIDER.
3. RECIPIENT agrees to treat in confidence any MATERIAL contained and all of PROVIDER’s information about the DATA, except for information previously known to RECIPIENT on the date of disclosure, publicly available, or incorporated disclosed after the date of the agreement to RECIPIENT by a third party without breach of confidentiality.
4. RECIPIENT may publish the results of the RESEARCH PROJECT provided a copy of the proposed publication, including manuscripts, abstracts, and posters, is submitted to PROVIDER at least sixty (60) days prior to publication, for review by PROVIDER and to verify that it does not contain confidential information of PROVIDER. RECIPIENT agrees to provide appropriate acknowledgement of the source of the DATA in MODIFICATIONSall publications. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, further acknowledges that PROVIDER has a significant investment in the DATA and agrees to include the PROVIDER retains ownership rights to or the MATERIAL include therein), and (b) those substances created through the PROVIDER’S designee as authors on publications resulting from use of the MATERIAL or DATA, any MODIFICATIONS, but which are PROGENYor the information deemed scientifically appropriate, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e. do not contain particularly the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2(a) or 2(b) results first manuscript originating from the collaborative efforts RECIPIENT’S RESEARCH PROJECT using the DATA.
5. RECIPIENT agrees to report the results of its RESEARCH PROJECT utilizing the DATA with PROVIDER at least annually or sooner. Upon completion of the Research Project, or after two (2) years have elapsed from the date of the agreement, whichever occurs first, RECIPIENT will either destroy the DATA and advise PROVIDER in writing of such destruction, or dispose of the DATA as mutually agreed upon in writing by PROVIDER and the RECIPIENT, joint ownership may be negotiated.
6. The DATA is provided to RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL: Is to be used solely for teaching and academic internal research purposes; Will purposes only. The DATA will not be used in human subjects, in clinical trials, or for diagnostic purposes trials involving human subjects without the written consent of the PROVIDER; Is to be used only at the RECIPIENTS organization and only in the RECIPIENT SCIENTIST’S laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her supervision; and Will not be transferred to anyone else within the RECIPIENTS organization without the any circumstances unless prior written consent of the permission has been obtained from PROVIDER. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those working under the RECIPIENT SCIENTIST’S direct supervision. To the extend supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANISATION(S)) who wish to replicate RECIPIENT SCIENTIST’S research; provide that such other scientists reimburse the PROVIDER for any costs relating to the preparation and distribution of the MATERIAL.
(a) The RECIPIENT and/or acknowledges that the DATA is or may be the subject of a patent or copyright application. Except as expressly provided in this Agreement, no rights are provided to RECIPIENT SCIENTIST shall have under any patents, patent applications, copyrights, copyright applications, trade secrets or other proprietary rights of PROVIDER. In particular, no rights are provided to use the rightDATA or MODIFICATIONS and any related patents or copyrighted material of PROVIDER for COMMERCIAL PURPOSES, without restrictionexcept as provided for in 7 (b).
(b) If RECIPIENT desires to use the DATA or MODIFICATIONS for COMMERCIAL PURPOSES, RECIPIENT agrees, in advance of such use, that it will promptly disclose to distribute substances created by the RECIPIENT PROVIDER all inventions made through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, DATA or MODIFICATIONS.
(b) Under MODIFICATIONS and to negotiate in good faith with PROVIDER to establish the terms of a separate agreement at least as protective of the PROVIDER’S rights, the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANISATION(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 PURPOSEScommercial license. It is recognized understood by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial licence from the PROVIDER and the PROVIDER has shall have no obligation to grant such a commercial license to its ownership RECIPIENT, and may grant exclusive or non-exclusive commercial or noncommercial licenses to others, or sell or assign all or part of the rights in the DATA or MODIFICATIONS to any third party(ies). The provision of the DATA to RECIPIENT in no way prevents or restricts PROVIDER’s right to publish any document relating to this DATA. Any compositions of matter, including but not limited to proteins and peptides, including any biomarkers, discovered through RECIPIENT’S use of the DATA, shall be considered MODIFICATIONS as defined herein, and shall be owned solely by PROVIDER. RECIPIENT agrees to assign to PROVIDER all rights in and to such MODIFICATIONS and to execute and cause RECIPIENT’S PRINCIPAL INVESTIGATOR, any other member of RECIPIENT’S PRINCIPAL INVESTIGATOR’S laboratory, and any other officer, employee, agent or consultant of RECIPIENT to execute, any and all instruments of assignment necessary to convey and assign all right, title and interest in the MATERIAL incorporated in the MODIFICATIONand to such MODIFICATIONS to PROVIDER. Nothing in this paragraphAny algorithms, however, shall prevent classification coefficients and data analysis techniques developed by the RECIPIENT from granting commercial licenses under the will be owned solely by RECIPIENT’S intellectual properties claiming such MODIFICATIONS, or methods of their manufacture or their use.
Appears in 1 contract
Samples: Data Transfer Agreement
Terms and Conditions of this Agreement. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL include 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. i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2(a2 (a) or 2(b2 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL: Is :
(a) is to be used solely for teaching and academic research purposes; Will ;
(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; Is ;
(c) is to be used only at the RECIPIENTS RECIPIENT organization and only in the RECIPIENT SCIENTIST’S SCIENTIST laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and Will and
(d) will not be transferred to anyone else within the RECIPIENTS RECIPIENT organization without the prior written consent of the PROVIDER. 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 extend extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree agrees to make the MATERIAL available, under a separate an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANISATION(SORGANIZATION(S)) who wish to replicate the RECIPIENT SCIENTIST’S ’s research; provide 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 a separate an agreement at least as protective of the PROVIDER’S rights’s rights as this Agreement, the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANISATION(S) ORGANIZATIONS 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 licence 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 MODIFICATIONMODIFICATIONS. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT’S ’s intellectual properties property rights claiming such MODIFICATIONS, or methods of their manufacture or their use. 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. 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 and obligations to the Federal Government. 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. 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. 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. 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. 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. 1060010 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 (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in Appendix 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) if termination should occur under 13(b) or (d) 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
(iii) in the event the PROVIDER terminates this Agreement under 13(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.
Appears in 1 contract
