Common use of IN HUMAN SUBJECTS Clause in Contracts

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. The MATERIAL will not be further distributed to others without the PROVIDER's written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. 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. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it by third parties which may arise from the use, storage or disposal of the MATERIAL except that, to the extent permitted by law, the PROVIDER shall be liable to the RECIPIENT when the damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. 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, the amount will be indicated here: none. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER INFORMATION and AUTHORIZED SIGNATURE PROVIDER SCIENTIST: first_name last_name xxxxx@xxxxxx.xxx PROVIDER Organization: National Institute of Dental and Craniofacial Research (“NIDCR”) Address: BLDG 1DEM RM 000-X, 0000 XXXXXXXXX XXXX, XXX 0000 XXXXXXXX, XX 00000-0000 XXX Name of Authorized Official: Xxxxx Xxxxxxx Xxxxxxx, xxxxxxxxx@xxxxx.xxx.xxx Title of Authorized Official: Director, Office of Technology Transfer and Innovation Access Certification of Authorized Official: This Simple Letter Agreement has / has not [check one] been modified. If modified, the modifications are attached. Signature of Authorized Official Date RECIPIENT INFORMATION and AUTHORIZED SIGNATURE RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/state: city state_or_province zip/country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date Addendum If checked the following Modification(s) apply:

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. The MATERIAL will not be further distributed to others without the PROVIDER's written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. 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. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it by third parties which may arise from the use, storage or disposal of the MATERIAL except that, to the extent permitted by law, the PROVIDER shall be liable to the RECIPIENT when the damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. 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, the amount will be indicated here: none. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER INFORMATION and AUTHORIZED SIGNATURE PROVIDER SCIENTIST: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] PROVIDER Organization: National Institute of Dental and Craniofacial Research (“NIDCR”) Address: BLDG 1DEM RM 000-X, office: 1 XXXXXXXXX XXXXX XX 000 street: 0000 XXXXXXXXX XXXX, XXX 0000 XXXXXXXX, XX 00000city: BETHESDA state: MD zip: 20817-0000 XXX 4878 country: USA Name of Authorized Official: Xxxxx Xxxxxxx Xxxxxxx, Xxxxxxx xxxxxxxxx@xxxxx.xxx.xxx Title of Authorized Official: Director, Office of Technology Transfer and Innovation Access Technology Development Coordinator Certification of Authorized Official: This Simple Letter Agreement has / has not [check one] been modified. If modified, the modifications are attached. Signature of Authorized Official Date RECIPIENT INFORMATION and AUTHORIZED SIGNATURE RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/: city state: city state_or_province zip/: zip_code country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date Addendum If checked the following Modification(s) apply:: Modification 1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. Modification 2 This MATERIAL will be used by RECIPIENT SCIENTIST solely in connection with the following research project described with specificity as follows: [insert plan below or as attachment] When_requesting_limited_quantity_materials_include_a_brief_research_plan.

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching Materials are the property of Novavax and no option, license, or not-for-profit research purposes onlyconveyance of rights to Seller is granted or implied as a result of this Purchase Order or any transfer of Materials hereunder. The MATERIAL will Seller may not be further distributed distribute Materials to others any other party without the PROVIDER's Novavax’ prior written consent. The RECIPIENT Upon Novavax’ request, Seller shall refer any request for the MATERIAL promptly destroy or return to the PROVIDERNovavax all unused Materials. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. Any MATERIAL delivered pursuant to this Agreement is understood to Seller understands that Materials may be experimental in nature and may have hazardous properties. THE PROVIDER NOVAVAX MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless prohibited Seller will promptly and fully disclose to Novavax any information, data, results, reports, specifications and conclusions obtained or generated in the course of the services (“Results”). Results are the property of Novavax and Novavax and Seller hereby assigns all right, title and interest in and to such data and information and any and all intellectual property rights claiming or covering the foregoing. Xxxxxx agrees to give Novavax or designees all assistance necessary to perfect such rights. Seller will have no rights to use Results for any purpose, except as expressly permitted by lawNovavax in writing. Seller shall keep Results, RECIPIENT assumes all liability for claims for damages against it by third parties which may arise from the Materials and other proprietary information of Novavax confidential and restrict access thereto to its employees having a need to know. No use, storage disclosure or disposal reproduction of any part thereof for the MATERIAL benefit of anyone but Novavax may be made except thatby written authorization of Novavax. Upon completion or termination of this Purchase Order, or upon Novavax’ request, Seller shall, at Seller’s expense, promptly return these items (to the extent permitted by lawnot destroyed in production) to Novavax in as good condition as when received, the PROVIDER shall normal wear and tear excepted, except for any copy of any document required to be liable retained for legal recordkeeping purposes. Any information which Seller may disclose to Novavax with respect to the RECIPIENT when the damage is caused by the gross negligence design, manufacture, sale or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. 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, the amount will be indicated here: none. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER INFORMATION and AUTHORIZED SIGNATURE PROVIDER SCIENTIST: first_name last_name xxxxx@xxxxxx.xxx PROVIDER Organization: National Institute of Dental and Craniofacial Research (“NIDCR”) Address: BLDG 1DEM RM 000-X, 0000 XXXXXXXXX XXXX, XXX 0000 XXXXXXXX, XX 00000-0000 XXX Name of Authorized Official: Xxxxx Xxxxxxx Xxxxxxx, xxxxxxxxx@xxxxx.xxx.xxx Title of Authorized Official: Director, Office of Technology Transfer and Innovation Access Certification of Authorized Official: This Simple Letter Agreement has / has not [check one] been modified. If modified, the modifications are attached. Signature of Authorized Official Date RECIPIENT INFORMATION and AUTHORIZED SIGNATURE RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/state: city state_or_province zip/country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date Addendum If checked goods or services covered by the following Modification(s) apply:Purchase Order shall be deemed to have been disclosed as part of the consideration for the Purchase Order, and Seller shall not assert any claim against Novavax by reason of Novavax’ use thereof.

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. The Neither the MATERIAL nor Confidential Information will not be further distributed to others without the PROVIDER's written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Agreement to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. 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. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it and/or against PROVIDER by third parties which may arise from the use, storage or disposal of the MATERIAL and shall indemnify and hold PROVIDER harmless for same, except that, to the extent permitted by law, the PROVIDER shall be liable to the RECIPIENT when the extent that such damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. 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, the amount will be indicated here: none. [INSERT] Rocky Vista University shall own any and all PROVIDER pre-existing intellectual property and PROVIDER pre-existing know-how for which [INSERT SCIENTIST] is an inventor existing as of the Effective Date. RECIPIENT shall own any and all RECIPIENT pre-existing intellectual property and pre-existing know how for which [INSERT SCIENTIST] is an inventor existing as of Effective Date. The MATERIAL and any analysis by PROVIDER involving the MATERIAL or a derivative thereof, or as used in the RESEARCH, is and shall remain the sole property of PROVIDER and PROVIDER shall retain ownership rights to any MATERIAL and analysis included in any Modifications, including, without limitation, any material produced or isolated, or any invention, discovery, development, method and process (whether or not patentable or copyrightable or otherwise legally protectable or constituting trade secrets) and any improvement to any of the foregoing, originated, discovered or reduced to practice by RECIPIENT in connection with RECIPIENT’S use of the MATERIAL and/or analysis and to those substances created through the use of the MATERIAL and/or analysis. If RECIPIENT makes an invention, whether patentable or not, as a result of its use of MATERIALS, it will inform PROVIDER of such invention prior to filing any patent application. Inventorship shall be determined in accordance with U.S. patent law (if patentable). Each party shall promptly disclose, in confidence, all Inventions involving the Research in any way derived from or associated with the MATERIAL and/or analysis to the other party. In the case of joint Inventions that arise from the Research, MATERIAL and/or analysis, the parties agree to execute an inter-institutional agreement which shall include terms regarding the equal (50/50) sharing of patent costs, equal (50/50) sharing of licensing proceeds and terms regarding Invention management responsibilities, provided, however in no event shall RECIPIENT charge beyond a nominal fee for taking lead in management responsibility and/or securing commercialization, etc. for any joint Invention. “Confidential Information” disclosed under this Agreement includes data, reports, interpretations, forecasts, plans, records, technical or other information relating to the MATERIAL or Research, together with any notes or other documents prepared by either party which reflect such information. No party hereto shall use the name, insignia or symbols of the other party, its facilities or departments or any variation or combination thereof, or the name of any trustee, faculty member, other employee, or student to the other party for any purpose whatsoever without the other party’s prior written approval. RECPIENT shall not acquire any intellectual property rights except the limited right to use and the rights set forth herein. Each party hereto represents and warrants that the terms of this Agreement are not inconsistent with its other legal obligations or with the policies of the institution with which it is associated, including without limitation policies regarding the administration of grants and funded research and the ownership of intellectual property. The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER INFORMATION and AUTHORIZED SIGNATURE PROVIDER SCIENTIST: first_name last_name xxxxx@xxxxxx.xxx PROVIDER Organization: National Institute of Dental and Craniofacial Research (“NIDCR”) Rocky Vista University Address: BLDG 1DEM RM 000-X0000 X. Xxxxxxxx Rd., 0000 XXXXXXXXX XXXXParker, XXX 0000 XXXXXXXXCO 80134 000 X. Xxxxxx Xx., XX 00000-0000 XXX Xxxxx, UT, 84738 Name of Authorized Official: Xxxxx Xxxxxxx XxxxxxxXxxxxx Xxxxxx, xxxxxxxxx@xxxxx.xxx.xxx xxxxxxx@xxx.xxx Title of Authorized Official: Director, Office Director of Technology Transfer Research and Innovation Access Scholarly Activity INVESTIGATOR FOR PROVIDER: first_name last_name xxxxx@xxxxxx.xxx Certification of Authorized Official: This Simple Letter Agreement has / has not [check one] been modified. If modified, the modifications are attached. Signature of Authorized Official Date RECIPIENT INFORMATION and AUTHORIZED SIGNATURE RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number street: street_address city/state: city state_or_province zip/country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date Addendum If checked the following Modification(s) apply:

IN HUMAN SUBJECTS. The MATERIAL will be used for teaching or not-for-profit research purposes only. The MATERIAL will not be further distributed to others who are not under the RECIPIENT SCIENTIST’s direct supervision without the PROVIDER's ’s written consent. The RECIPIENT shall refer any request for the MATERIAL to the PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter Material Transfer Agreement for the Transfer of Organisms to other scientists for teaching or not-for-profit research purposes only. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it. Any MATERIAL delivered pursuant to this Agreement MTA-TO 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. Unless prohibited by law, RECIPIENT assumes all liability for claims for damages against it by third parties which may arise from the RECIPIENT’s use, storage or disposal of the MATERIAL except that, to the extent permitted by law, the PROVIDER shall be liable to the RECIPIENT when the damage is caused by the gross negligence or willful misconduct of the PROVIDER. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations. The MATERIAL is provided at no costIf the RECIPIENT anticipates that it will generate cross-bred or genetically-modified organisms incorporating the PROVIDER’s modified allele(s), RECIPIENT may transfer such cross-bred or genetically-modified organism(s) to non-profit institutions under the terms of a material transfer agreement that notifies the not-for-profit institution of the existence of PROVIDER’s rights to the modified allele(s) and restricts the use of the transferred organism(s) by the not-for-profit recipient to teaching or not-for-profit research purposes only. This MTA-TO does not transfer any of PROVIDER’s patent, invention, or with an optional transmittal fee solely other intellectual property rights in the organism(s) to reimburse RECIPIENT. Additionally, to the PROVIDER for its preparation and distribution costsextent that any other party has any patent, invention or other intellectual property rights in the organism(s), these rights are not transferred to RECIPIENT by PROVIDER. If a fee NIH is requestedthe PROVIDER, terms within the amount will be indicated here: none. following addenda are incorporated (check all that apply): OncoMouse® Addendum, Animal Transfer Addendum, or Animal Transfer Agreement (not required for transfers within NIH), Other The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy to the PROVIDER. The PROVIDER will then send the MATERIAL. PROVIDER INFORMATION and AUTHORIZED SIGNATURE PROVIDER SCIENTIST: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] PROVIDER Organization: National Institute of Dental and Craniofacial Research (“NIDCR”) Address: BLDG 1DEM office: 1 DEMOCRACY PLAZA RM 000682 street: 6701 DEMOCRACY BLVD, MSC 4878 city: BETHESDA state: MD zip: 20817-X, 0000 XXXXXXXXX XXXX, XXX 0000 XXXXXXXX, XX 00000-0000 XXX 4878 country: USA Name of Authorized Official: Xxxxx Xxxxxxx Xxxxxxx, Xxxxxxx xxxxxxxxx@xxxxx.xxx.xxx Title of Authorized Official: Director, Office of Technology Transfer and Innovation Access Technology Development Coordinator Certification of Authorized Official: This Simple Letter Agreement has / has not [check one] been modified. If modified, the modifications are attached. Signature of Authorized Official Date RECIPIENT INFORMATION and AUTHORIZED SIGNATURE RECIPIENT SCIENTIST: first_name last_name   xxxxx@xxxxxx.xxx [first name] [last name] [email address] RECIPIENT Organization: legal_name_of_your_institution_or_university Address: office: office_name,_room_or_suite_number department_name_or_office/room/suite_number street: street_address city/: city state: city state_or_province zip/: zip_code_or_postal_code country: zip_code country Name of Authorized Official: first_name last_name xxxxx@xxxxxx.xxx [first name] [last name] [email address] Title of Authorized Official: job_title Signature of Authorized Official Date Certification of RECIPIENT SCIENTIST: I have read and understood the conditions outlined in this Agreement and I agree to abide by them in the receipt and use of the MATERIAL. RECIPIENT SCIENTIST Date Other Addendum If checked the following Modification(s) apply: