RESEARCH AGREEMENT
This Agreement is effective February, 1995 ("the EFFECTIVE DATE") by and
between Case Western Reserve University, an Ohio non-profit corporation
("UNIVERSITY"), having its principal address at 0000 Xxxxxxxx Xxxx, Xxxxxxxxx,
Xxxx 00000, and Osiris Therapeutics, Inc. and its wholly-owned subsidiary
Osiris Research, Inc., Corporations having offices at 00000 Xxxxxx Xxxxxx,
Xxxxx Xxxxxxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxx 00000 (herein Individually and
collectively referred to as "OSIRIS").
WHEREAS, on January 1, 1993 OSIRIS and the UNIVERSITY entered into a
Technology Transfer and License Agreement (the "LICENSE AGREEMENT") whereby
OSIRIS was granted rights to future technology relative to mesenchymal stem
cells; and
WHEREAS, OSIRIS desires to fund certain work to be performed at
UNIVERSITY, the rights to which will be granted to OSIRIS under the LICENSE
AGREEMENT; and
WHEREAS, UNIVERSITY desires to receive such funding and recognizes that
the rights to the work to be performed hereunder will be granted to OSIRIS
under the LICENSE AGREEMENT.
NOW THEREFORE in consideration of the mutual promises and other good and
valuable consideration, the parties agree as follows:
SECTION 1 - Definitions.
The terms used in this Agreement have the following meaning:
1.1 The term "AFFILIATE" as applied to OSIRIS, shall mean any company
or other legal entity other than OSIRIS, in whatever country organized,
controlling or controlled by OSIRIS. The
term "control" means possession, of the power to direct or cause the direction
of the management and policies whether through the ownership of voting
securities, by contract or otherwise.
1.2 The term "AGREEMENT YEAR" shall mean the twelve month period
beginning on the EFFECTIVE DATE, and each subsequent twelve (12) month
period thereafter.
1.3 The term "FIELD OF RESEARCH" shall mean the identification,
isolation, purification, propagation or use of mesenchymal stem cells and/or
products derived from or produced by mesenchymal stem cells.
1.4 The term "INVESTIGATOR" shall mean PRINCIPAL INVESTIGATORS, any
other member of the UNIVERSITY professional Staff, graduate student,
undergraduate student, or employee of UNIVERSITY who shall perform or shall
work on RESEARCH.
1.5 The term "PRINCIPAL INVESTIGATOR" shall mean any or all of the
following: Drs. Xxxxxx x. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx and Xxxxxx X.
Xxxxxxxx.
1.6 The term "INFORMATION" shall mean any data, formulas, process
information or other information produced solely or jointly by at least one
INVESTIGATOR which is in, by or through any research funded in whole or in
part by OSIRIS pursuant to this Agreement.
1.7 The term "INVENTION" shall mean any process, use, article of
manufacture, composition of matter conceived or first actually or
constructively reduced to practice, solely or jointly by at least one
INVESTIGATOR which is in, by or through any research funded in whole or in
part by OSIRIS pursuant to this Agreement.
1.8 The term "MATERIAL" shall mean any material or substance which is
discovered, produced or derived during the RESEARCH solely or jointly by at
least one INVESTIGATOR which is in, by or through any research funded in whole
or in part by OSIRIS pursuant to this Agreement.
1.9 The term "PATENT RIGHT(S)" shall mean any United States patent
application, including any division, continuation, or continuation-in-part
thereof and any foreign patent application or equivalent corresponding thereto
and any Letters Patent or the equivalent thereof issuing thereon or reissue
or extension thereof, insofar as it contains one or more claims to an
INVENTION, INFORMATION, or MATERIAL.
1.10 The term "RESEARCH" shall mean research in the FIELD of RESEARCH
conducted with respect to the RESEARCH PLAN attached hereto as Appendix A,
including a budget that details the equipment, materials and the personnel to
be provided by use of the funds to be supplied by OSIRIS to support the
research described therein or with respect to any SPECIAL PROJECTS or any
other written description of research attached hereto by agreement of the
parties pursuant to Paragraph 2.2.
1.11 The term "RESEARCH PLAN" shall mean the written description of
RESEARCH.
1.12 The term "SPECIAL PROJECTS" shall mean one or more of the research
projects selected by OSIRIS from the summary of research projects attached
hereto and made a part hereof as Appendix B.
1.13 The use herein of the plural shall include the singular, and the
use of the masculine shall include the feminine.
SECTION 2- Funding.
2.1 (A) In consideration of the undertaking of RESEARCH by UNIVERSITY,
during the period in which RESEARCH is being conducted:
(i) subject to Paragraphs 9.1, 9.3 and 9.4, OSIRIS shall make research
grants to UNIVERSITY annually for three (3) AGREEMENT YEARS for the
support of and to be used for RESEARCH as follows:
Agreement Research
Year Grant per year
___________ ______________
One (1) $480,000
Two (2) $480,000
Three (3) $480,000
(ii) each annual grant shall be paid in four equal quarterly payments.
The first payment shall be paid within thirty (30) days of the
execution of this Agreement by OSIRIS; provided that any monies
already provided by OSIRIS to UNIVERSITY for RESEARCH in calendar
year 1994 shall be credited against the first payment and/or
carried over as a credit against future quarterly payments if the
full credit is not fully offset against the first payment;
(iii) the funding set forth above includes direct expenses and indirect
expenses equaling [*CONFIDENTIALITY REQUESTED*] of direct expense
as set forth in the RESEARCH PLAN;
(B) at least sixty (60) days prior to the end of an AGREEMENT YEAR,
UNIVERSITY shall submit to OSIRIS for its approval a plan and
budget for use of the funding for the following AGREEMENT YEAR,
which approval shall not be unreasonably withheld. OSIRIS shall
provide such approval or disapproval within thirty (30) days from
receipt of UNIVERSITY's plan and budget Such approved plan and
budget shall be attached to and made a part hereof.
(C) within sixty (60) days after the end of an AGREEMENT YEAR,
UNIVERSITY shall provide OSIRIS with an accounting of the
expenditure of research funds for such
AGREEMENT YEAR in accordance with UNIVERSITY standard procedures
for such accounting.
(D) Any funds granted under Paragraph 2.1(A) which have not been
expended by UNIVERSITY pursuant to Paragraph 3.2(a) within the
AGREEMENT YEAR, at the election of OSIRIS, shall be credited
toward funding the following AGREEMENT YEAR, or carried forward as
a credit against future quarterly payments until all such funds
described in Paragraph 2.1(A)(i) have been expended as the parties
shall mutually agree.
2.2 a) During the period during which OSIRIS is funding RESEARCH
under this greement, either party may propose in writing additional research
not previously described in the RESEARCH PLAN. Each such proposal shall include
a description of the additional research proposed and a budget of the costs to
be funded by OSIRIS and a schedule of payment of such costs. When and if such
proposal is accepted by UNIVERSITY and OSIRIS, it shall be appended hereto as
a RESEARCH PLAN and shall be subject to the terms and conditions of this
Agreement unless otherwise specified, and the RESEARCH described therein shall
commence and additional budgeted amounts shall be paid as set forth in the
proposal or as otherwise agreed by the parties in writing.
b) It is the present intention of OSIRIS to continue funding
hereunder for two (2) additional years, at OSIRIS' sole discretion, contingent
on inter alia OSIRIS' financial resources and the status of the RESEARCH and
other obligations of OSIRIS at the expiration of the initial three (3) year
funding period. As a result OSIRIS shall have the right but not the obligation
to fund RESEARCH after the expiration of the initial three (3) year funding
period (including any credited amounts carried forward and any extension of
time necessary to utilize such credits) and in the event
OSIRIS elects to extend the funding as aforesaid OSIRIS will be charged
indirect expenses at the standard federal rate charged by the UNIVERSITY.
2.3 During the period during which OSIRIS is funding RESEARCH under
this Agreement, the PRINCIPAL INVESTIGATOR may not seek or accept funding from
a commercial sponsor in the FIELD OP RESEARCH without the prior written consent
of OSIRIS.
2.4 OSIRIS has leased equipment for use by UNIVERSITY in the Xxxxxxxxx
Cell Culture Center to conduct the RESEARCH pursuant to a lease agreement with
Dominion Ventures, Inc. Under such agreement OSIRIS shall provide up to
[*CONFIDENTIALITY REQUESTED*] to fund lease payments for such equipment in
each AGREEMENT YEAR. In addition, OSIRIS shall reimburse UNIVERSITY at the
end of the lease term for the [*CONFIDENTIALITY REQUESTED*] of such equipment
which is purchased by the UNIVERSITY under the purchase option of said lease
agreement.
SECTION 3 - Work of UNIVERSITY.
3.1 On the EFFECTIVE DATE, OSIRIS shall select four (4) SPECIAL
PROJECTS on which UNIVERSITY shall conduct RESEARCH. Each SPECIAL PROJECT shall
be supervised by a PRINCIPAL INVESTIGATOR.
3.2 Beginning on the EFFECTIVE DATE and thereafter unless sooner
terminated, UNIVERSITY shall:
(a) through the PRINCIPAL INVESTIGATORS, conduct RESEARCH on the
SPECIAL PROJECTS, and apply the funds paid by OSIRIS pursuant to
Paragraph 2.1 or 2.2 to support the xpenses of RESEARCH in
accordance with the RESEARCH PLAN and shall use reasonable efforts
and diligence consistent with UNIVERSITY's professional standards
to achieve the goals set forth in such RESEARCH PLAN.
(b) promptly and systematically disclose to OSIRIS, INFORMATION,
INVENTIONS and MATERIAL, and OSIRIS shall be entitled to use such
INFORMATION, INVENTIONS and MATERIAL.
(c) for the purpose of facilitating disclosure to OSIRIS of
INFORMATION, INVENTIONS, and MATERIAL, permit duly authorized
employees of or representatives of OSIRIS to visit the PRINCIPAL
INVESTIGATORS' laboratories at UNIVERSITY or other UNIVERSITY
facilities where RESEARCH is conducted at reasonable times and
with reasonable notice;
(d) promptly advise OSIRIS of any INVENTION and adequate advance notice
of the intent to file, filing, allowance and issuance of any PATENT
RIGHT; and
(e) at OSIRIS' request provide OSIRIS with samples of MATERIALS.
3.3 UNIVERSITY shall, on a continuing basis, advise OSIRIS of the
results of the RESEARCH and at least once every six (6) months provide OSIRIS
with a written semi-annual progress report concerning the RESEARCH. In
addition, the UNIVERSITY shall provide OSIRIS with a comprehensive annual
report, including, mong other things, preliminary conclusions and plans for the
next AGREEMENT YEAR. A final written report setting forth in detail the results
achieved under and pursuant to the RESEARCH shall be submitted by UNIVERSITY to
OSIRIS ithin ninety (90) days of termination of the RESEARCH. Such final report
shall include: (i) a complete summary. of the research carried out; and (ii) a
scientific assessment by the PRINCIPAL INVESTIGATOR of the RESEARCH.
SECTION 4- MATERIALS
4.1 (a) During the period in which OSIRIS holds a license under the
LICENSE AGREEMENT, UNIVERSITY and INVESTIGATORS shall not, without OSIRIS'
prior written approval, distribute or knowingly allow MATERIALS to be
distributed to for-profit entities or persons known to be employed thereby or
consulting or performing research therefor. In the event such prior written
approval is obtained from OSIRIS any entity or person receiving such MATERIALS
shall sign the Material Transfer Agreement attached hereto and made a part
hereof as Appendix C prior to receiving such MATERIALS.
(b) UNIVERSITY and PRINCIPAL INVESTIGATORS shall have the right
to transfer MATERIALS to not-for-profit entities or persons known to be
affiliated therewith provided that such entities or persons sign the Material
Transfer Agreement attached hereto and made a part hereof as Appendix C.
(c) Prior to any such distribution of any such MATERIAL,
UNIVERSITY and OSIRIS shall use reasonable efforts to consider the
patentability of such MATERIALS and cooperate to file, where appropriate,
PATENT RIGHTS protecting such MATERIALS prior to their distribution.
4.2 Notwithstanding anything else to the contrary, UNIVERSITY and
INVESTIGATOR agree not to publish or disclose to third parties INVENTIONS,
MATERIAL or INFORMATION without supplying OSIRIS with a copy of the material
to be disclosed or published to third parties at least sixty (60) days prior
to submission for publication or disclosure so that OSIRIS may evaluate such
material to determine whether the material contains patentable subject matter
relating to an INVENTION on which a patent application should be filed or
contains OSIRIS Confidential Information as defined in Paragraph 5.1. OSIRIS
shall review the material within fifteen (15) days of submission to OSIRIS. At
OSIRIS' request, UNIVERSITY initially will delay publication and/or disclosure
for an additional thirty (30) days in order to enable the preparation and
filing of a patent
such patentable subject matter and will cooperate with OSIRIS in deleting from
any such publication or disclosure OSIRIS Confidential Information the
inclusion of which would contravene Paragraphs 5.1 and 5.2 hereof.
Notwithstanding anything to the contrary, UNIVERSITY will not be required to
withhold submission of such material for a period which is more than ninety
(90) days after OSIRIS is first provided with the material to be disclosed or
published.
4.3 INVENTIONS, INFORMATION and MATERIAL shall be included in the
rights and licenses granted to OSIRIS under the LICENSE AGREEMENT.
SECTION 5 - Confidentiality.
5.1 During the term of this Agreement, it is contemplated that each
party will disclose to the other proprietary and confidential technology,
inventions, technical information, biological materials and the like which are
owned or controlled by the party providing such information or which that
party is obligated to maintain in confidence and which is designated by the
party providing such information as confidential ("Confidential Information").
Each party agrees to use reasonable efforts to retain the other party's
Confidential Information in confidence and not to disclose any such
Confidential Information to a third party without the prior written consent
of the party providing such information and to use the other party's
Confidential Information only for the purposes of this Agreement, which
obligation shall terminate five (5) years after the expiration or termination
of this Agreement.
5.2 The obligations of confidentiality will not apply to Confidential
Information which:
(i) was known to the receiving party or generally known to the
public prior to its disclosure hereunder; or
(ii) subsequently becomes known to the public by some means other
than a breach of this Agreement;
(iii) is subsequently disclosed to the receiving party by a third
party having a lawful right to make such disclosure;
(iv) is required by law or bona fide legal process to be disclosed,
provided that the party required to make the disclosure takes
all reasonable steps to restrict and maintain confidentiality
of such disclosure and provides reasonable notice to the party
providing the Confidential Information; or
(v) is approved for release by the parties, or
(vi) is independently developed by the employees or agents of
either party without any knowledge of the Confidential
Information provided by the other party.
5.3 Notwithstanding the foregoing, OSIRIS shall have the right to
disclose Confidential Information of UNIVERSITY to a third party who undertakes
an obligation of confidentiality and non-use with respect to such information,
at least as restrictive as OSIRIS' obligation under this Section 5.
SECTION 6 PATENTS.
6.1 (a) Each INVESTIGATOR who shall make an INVENTION, solely or
jointly, ("UNIVERSITY INVENTOR") shall promptly advise UNIVERSITY in writing
of such INVENTION. Each UNIVERSITY INVENTOR shall assign all of his rights,
tide and interest in an INVENTION and PATENT RIGHTS relating thereto to
UNIVERSITY. INVENTION's made solely by employees of OSIRIS shall be assigned
to OSIRIS and shall be solely owned by OSIRIS. Each employee of OSIRIS who
makes an INVENTION jointly with an INVESTIGATOR, shall report such INVENTION
to OSIRIS and shall assign all his rights, tide and interest in such INVENTION
and PATENT RIGHTS relating thereto to OSIRIS. Rights to INVENTIONS made
jointly by one or more
INVESTIGATORS and one or more OSIRIS employees shall be governed by the
LICENSE AGREEMENT.
In the event any INVENTION results from collaboration with personnel who
are not affiliated with either UNIVERSITY or OSIRIS ("Unaffiliated
Collaborator(s)"), UNIVERSITY shall attempt to obtain the relevant rights from
the institution of such Unaffiliated Collaborators and include same in the
aforesaid rights granted t6 OSIRIS under the LICENSE AGREEMENT.
(b) UNIVERSITY shall promptly advise OSIRIS in writing of each
INVENTION disclosed to UNIVERSITY. The titles, serial numbers and other
identifying data of patent applications claiming an INVENTION filed after the
EFFECTIVE DATE shall become Developed Patent Rights as defined in the LICENSE
AGREEMENT.
OSIRIS shall have the right at its cost and expense to file, prosecute
and maintain patent applications and patents directed to INVENTIONS through
patent counsel selected by OSIRIS who shall consult with and keep UNIVERSITY
advised with respect thereto.
6.2 With respect to any PATENT RIGHTS, each patent application, office
action, response to office action, request for terminal disclaimer, and
request for reissue or reexamination of any patent issuing from such
application shall be provided to UNIVERSITY sufficiently prior to the filing
of such application, response or request to allow for review and comment by
UNIVERSITY.
SECTION 7 - Warranties.
7.1 Each of UNIVERSITY and OSIRIS warrants and represents to the other
that it has the full right and authority to enter into this Agreement, and
that it is not aware of any impediment which would inhibit its ability to
perform the terms and conditions imposed on it by this Agreement.
7.2 UNIVERSITY warrants and represents that it has not licensed or
assigned any right or interest in or to INVENTIONS and PATENT RIGHTS to any
third party; it has the right to grant the rights granted hereunder; that the
granting of such rights does not require the consent of a third party; that
there are and will be no outstanding agreements, assignments or encumbrances
inconsistent with the provisions of this Agreement, and that all INVESTIGATORS
performing RESEARCH will be obligated to assign to UNIVERSITY, the ownership
of INVENTIONS and corresponding PATENT RIGHTS.
SECTION 8 - Assignment; Successors.
8.1 This Agreement shall not be assignable by either of the parties
without the prior written consent of the other party (which consent shall not
be unreasonably withheld), except that OSIRIS without the consent of
UNIVERSITY may assign this Agreement to an AFFILIATE or to a successor in
interest or transferee of all or substantially all of the portion of the
business to which this Agreement relates.
8.2 Subject to the limitations on assignment herein, this Agreement
shall be binding upon and inure to the benefit of said successors in interest
and assigns of OSIRIS and UNIVERSITY. Any such successor or assignee of a
party's interest shall expressly assume in writing the performance of all the
terms and conditions of this Agreement to be performed by said party and such
Assignment shall not relieve the Assignor of any of its obligations under this
Agreement.
SECTION 9- Termination.
9.1 Except as otherwise specifically provided herein and unless sooner
terminated as provided herein shall remain in full force and effect for three
(3) years; provided however, that all
rights under this Agreement which become covered under the LICENSE AGREEMENT
shall continue under the terms of that agreement.
9.2 Upon material breach of any material provisions of this Agreement
by either party to this Agreement, in the event the breach is not cured within
sixty (60) days after written notice to the breaching party by the other
party, in addition to any other remedy it may have, the other party at its
sole option may terminate this Agreement, provided that such other party is
not then in breach of this Agreement.
9.3 In the event of an adverse material event involving the financial
condition of OSIRIS, OSIRIS may terminate funding of RESEARCH under Paragraph
2.1 of this Agreement at any time on or after the first anniversary thereof by
giving UNIVERSITY three (3) months prior written notice of OSIRIS' election to
terminate, ensuring that for the AGREEMENT YEAR in which the termination
occurs financial commitments made to students or other associates performing
RESEARCH are either fulfilled or phased out gradually.
9.4 In the event a PRINCIPAL INVESTIGATOR conducting RESEARCH is no
longer available or able to continue direction of RESEARCH, UNIVERSITY shall
promptly notify OSIRIS and may nominate a replacement satisfactory to OSIRIS;
if UNIVERSITY does not nominate a replacement within thirty (30) days or if
that replacement is unsatisfactory to OSIRIS, OSIRIS may initiate orderly
termination of funding of RESEARCH conducted by such PRINCIPAL INVESTIGATOR.
9.5 Upon termination of this Agreement for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination.
9.6 The termination of this Agreement for any reason including but not
limited to termination as a result of breach shall have no effect on the
LICENSE AGREEMENT.
9.7 The obligations of Sections 5 and 6 of this Agreement shall survive
any termination of this Agreement.
SECTION 10- General Provisions.
10.1 The relationship between UNIVERSITY and OSIRIS is that of
independent contractors. UNIVERSITY shall have no power to bind or obligate
OSIRIS in any manner. Likewise, OSIRIS shall have no power to bind or obligate
UNIVERSITY in any manner.
10.2 This Agreement sets-forth the entire agreement and understanding
between the parties as to the subject matter thereof and supersedes all prior
agreements in this respect. There shall be no amendments or modifications to
this Agreement, except by a written document which is signed by both
parties.
10.3 This Agreement shall be construed and enforced in accordance with
the laws of the State of Delaware without reference to its choice of law
principles.
10.4 The headings in this Agreement have been inserted for the
convenience of reference only and are not intended to limit or expand on the
meaning of the language contained in the particular article or section.
10.5 Any delay in enforcing a party's rights under this Agreement or
any waiver as to a particular default or other matter shall not constitute a
waiver of a party's right to the future enforcement of its rights under this
Agreement, excepting only as to an expressed written and signed waiver as to a
particular matter for a particular period of time.
10.6 Notices. Any notices given pursuant to this Agreement shall be in
writing and shall be deemed to have been given and delivered upon the earlier
of (i) when received at the address set forth below, or (ii) three (3)
business days after mailed by certified or registered mall postage prepaid and
properly addressed, with return receipt requested, or (iii) on the day when
sent by facsimile as confirmed by certified or registered mall. Notices shall
be delivered to the respective parties as indicated:
To OSIRIS: Osiris Therapeutics, Inc.
00000 Xxxxxx Xxxxxx
Xxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attn: CEO
Copy to: Carella, Byrne, Bain, Gilfillan,
Cecehi, Xxxxxxx & Olstein
0 Xxxxxx Xxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Fax no.(000)000-0000
Attn: Xxxxxx X. Xxxxxxx, Esq.
To UNIVERSITY Xxxx of Graduate Studies and Research
Case Western Reserve University
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
10.7 OSIRIS shall not use the name of the UNIVERSITY or of any
UNIVERSITY staff member, employee or student or any adaptation thereof in any
advertising, promotional or sales literature with respect to a product without
the prior written approval of UNIVERSITY.
Except that OSIRIS shall be permitted to use the name of the UNIVERSITY
or any UNIVERSITY staff member, employee or student for the following:
(i) as required to obtain regulatory approval for product:
(ii) as required by law or bona fide legal process; and
(iii) in connection with a financing or offering of securities.
(iv) in connection with reports or discussions with shareholders,
prospective investors and potential corporate partners.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
OSIRIS THERAPEUTICS, INC CASE WESTERN RESERVE UNIVERSITY
By: _/s/ Xxxxx X. Burns______ By: _/s/ Xxxxxx X. Moss_______________
Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxx
Title: President & CEO Title: Xxxx Graduate Studies and Research
We, Drs. Xxxxxx x. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx and Xxxxxx X.
Xxxxxxxx, named as PRINCIPAL INVESTIGATORS in this Agreement, attest that we
have read this Agreement in its entirety; and that we consent to and agree to
be bound by the terms herein.
PRINCIPAL INVESTIGATORS
By: _/s/ Xxxxxx X. Caplan______
Xxxxxx X. Xxxxxx
By: _/s/ Xxxxxxx X. Haynesworth_
Xxxxxxx X. Xxxxxxxxxxx
By: _/s/ Xxxxxx X. Goldberg_____
Xxxxxx X. Xxxxxxxx
APPENDIX A
[*CONFIDENTIALITY REQUESTED*]
APPENDIX B
SPECIAL PROJECTS
OSIRIS THERAPEUTICS, INC
CWRU/UH Founders Cleveland, Ohio
ORI-FUNDED MSC RESEARCH PROJECTS
1994-1997
[*CONFIDENTIALITY REQUESTED*]
APPENDIX C
MATERIALS TRANSFER AGREEMENT
Agreement dated ____________________ by and among (the "Institution"),
_____________________(the "Investigator") and _________________________________
University ("__________") with respect to samples of a
In consideration of the receipt from ________ by the Institution and the
Investigator of the samples, the Institution and the Investigator agree to the
following conditions:
l. These samples, their progeny and derivatives hereof (the "Materials")
remain the property of ______
2. The Investigator will use the Materials solely for academic
noncommercial research conducted by the Investigator at the Institution
for a research program described in Exhibit A hereto (the "Research
Program"). Neither the Investigator nor the Institution will use the
results of the Research Program, including inventions, directly or
indirectly for profit-making purposes without the consent of
3. The Investigator and the Institution understand that ________ has
applied for a patent on the and derivatives thereof.
4. The Investigator will not give access to the Materials to any party not
connected with the Research Program without written permission from _____
5. The Investigator and the Institution accept the Materials with the
knowledge that they are provided without warranty of merchantability of
fitness for a particular purpose or any other warranty, express or
implied. The Institution agrees to defend and indemnify and hold harmless
_______ and its employees and agents from all claims and damages
(including legal fees) arising from the use, storage, handling, or
disposal of the Materials by the Institution and/or the Investigator.
INSTITUTION: INVESTIGATOR:
BY:________________ ______________________
__________UNIVERSITY
BY:______________
