PROF. WOLFGANG HILLEN, UNIVERSITY OF ERLANGEN
MATERIAL TRANSFER AGREEMENT FOR NON-PROFIT INSTITUTIONS
AGREEMENT BETWEEN PROF. HILLEN, PROF. BUJARD AND RECIPIENT SCIENTISTS AND INSTITUTIONS FOR DISTRIBUTION OF BIOLOGICAL MATERIALS.
1. The following biological materials and any other previously received materials related to the tet regulatory system (hereafter called "Material") have been or will be made available by Prof. H. Bujard ("Bujard"), acting also on behalf of Prof. Wolfgang Hillen and Dr. Manfred Gossen, to the Recipient Scientists and the Institution under the terms of this Agreement:
Tet System components: __________________________________________________________________________________________________________________________________________________
2. The Recipient Scientist and the Institution agree to use this Material solely for application in the non-commercial research of the Recipient Scientist at the Institution.
3. The Material will not be distributed by the Recipient Scientist or the Institution to any person or organization, except those scientists affiliated with and working within the Institution in collaboration with the Recipient Scientist who have also accepted these terms by signing below. Distribution to any other scientist of the Institution shall be the subject of a separate agreement with Bujard.
4. This Material is subject to granted and pending patent applications. This Material including their progeny and derivatives thereof - to the extent that neither said progeny nor derivatives constitute Subject Invention1) - is and remain the property of Bujard and is provided as a service to the academic research community. Its distribution is limited to scientists at non-profit institutions solely for use in their own research. This Material may not be used by the Recipient Scientist or the Institution for commercial purposes or for the benefit of any for-profit organization. Should unauthorized organizations obtain this Material, the Recipient Scientists and Institution agree to advise Bujard of their knowledge, if any, of such Material transfer to the unauthorized organization.
5. Acknowledgement: We, Recipient Scientist and Institution, accept the Materials with the knowledge that they are experimental biological Materials and agree to use special care in the use, storage, handling, and disposal of this Material commensurate with guidelines published by the National Institutes of Health. The Materials are not to be used in humans under any circumstances. For any animal studies, Recipient Scientists and Institution acknowledge that they have considered in vitro approaches to the research and have followed the NIH guidelines regarding such research.
6. The Recipient Scientist and the Institution represent that they are entitled to receive this Material under all applicable laws and regulations. This Material is provided without warranty of merchantability or fitness for a particular purpose or any other warranty, express or implied. Bujard makes no representation that Recipient Scientist's use of the material will not infringe any patent or other proprietary right of any third party. The Recipient Scientist and Institution agree to waive all claims against Bujard arising from the use, storage, handling or disposal of the Material by the Recipient Scientists and/or the Institution.
1) Subject Invention means any invention, conceived or first actually reduced to practice in the performance of the research plan during the term of this agreement, that is or may be patentable under 35 U.S.C. §101 or §161, protectable under 7 U.S.C. §2321, or otherwise protectable by other types of U.S. or foreign intellectual property rights.
7. This agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
8. Nothing herein shall be construed as granting any right or license under patents or other intellectual property owned or controlled by Bujard, Hillen and Gossen, or the respective heirs, successors and assigns.
9. This agreement supersedes all prior agreements, written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by the parties.
10. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if the Agreement did not contain the particular provision(s) held to be unenforceable.
Accepted and agreed to by:
Recipient Scientist's Name and Signature:
Collaborating Scientist's Name(s) and Signature(s):
Typed Name Typed Name
For the Institution:
Prof. H. Bujard