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

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 included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Unmodified Derivatives or Modifications (i.e., do not contain the Original 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. The Recipient and the Recipient Scientist agree that the Material: is to be used only for the purpose as specified in Exhibit C. If Recipient desires to use Material for research 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; is to be used only at the 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 not be transferred to anyone else within the 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 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.

Terms and Conditions of this Agreement. The Provider 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 MaterialMATERIAL, including any Material MATERIAL contained or incorporated in ModificationsMODIFICATIONS. The Recipient RECIPIENT retains ownership of: (a) Modifications MODIFICATIONS (except 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 Unmodified Derivatives PROGENY, UNMODIFIED DERIVATIVES or Modifications MODIFICATIONS (i.e., do not contain the Original Material or Unmodified DerivativesORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 3 (a) or 2 3 (b) results from the collaborative efforts of the Provider PROVIDER and the RecipientRECIPIENT, joint ownership may be negotiated. The Recipient and the Recipient Scientist agree RECIPIENT agrees that the MaterialMATERIAL: is to be used only solely for the purpose as teaching and academic research purposes specified in Exhibit C. If Recipient desires to use Material for research other than that described, then Recipient must obtain written consent from Provider, before any such research is undertakenAttachment B; will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the prior written consent of the ProviderPROVIDER; is to be used only at the Recipient RECIPIENT organization and only in the Recipient Scientist’s RECIPIENT SCIENTIST's laboratory under the direction of the Recipient Scientist RECIPIENT SCIENTIST or others working under his/her direct supervision; and will not be transferred to anyone else within the Recipient RECIPIENT organization without the prior written consent of the ProviderPROVIDER. The Recipient and the Recipient Scientist agree RECIPIENT agrees 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 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.

Terms and Conditions of this Agreement. The Provider retains PROVIDER and the PROVIDER SCIENTIST retain ownership of the MaterialMATERIAL, including any Material MATERIAL contained or incorporated in ModificationsMODIFICATIONS. If MATERIAL contains samples of human origin, PROVIDER and PROVIDER SCIENTIST state that the consent forms have been duly obtained and, if requested, they must submit proof of ethical approval to RECIPIENT. The Recipient RECIPIENT retains ownership of: (a) Modifications MODIFICATIONS (except that, the Provider retains PROVIDER and the PROVIDER SCIENTIST retain 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 Unmodified Derivatives PROGENY, UNMODIFIED DERIVATIVES or Modifications MODIFICATIONS (i.e., do not contain the Original Material or Unmodified DerivativesORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of the Provider PROVIDER/PROVIDER SCIENTIST and the RecipientRECIPIENT, joint ownership may be negotiated. The Recipient RECIPIENT and the Recipient Scientist RECIPIENT SCIENTIST agree that that: the Material: MATERIAL is to be used only solely for the purpose as specified in Exhibit C. If Recipient desires to use Material for research other than that described, then Recipient must obtain written consent from Provider, before any such research is undertakenRESEARCH PURPOSE; the MATERIAL 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 the PROVIDER SCIENTIST and the approval of the ethic committee; the MATERIAL is to be used only at the Recipient RECIPIENT organization and only in the Recipient Scientist’s RECIPIENT SCIENTIST's laboratory under the direction of the Recipient Scientist RECIPIENT SCIENTIST or others working under his/her direct supervision; and the MATERIAL will not be transferred to anyone else within the Recipient RECIPIENT organization without the prior written consent of the ProviderPROVIDER and the PROVIDER SCIENTIST; will keep confidential all data provided with the ORIGINAL MATERIAL; will submit and obtain ethical approval for RESEARCH PURPOSE from RECIPIENT’s ethical committee before the use of the ORIGINAL MATERIAL. 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 PROVIDER and the Provider Scientist agrees PROVIDER SCIENTIST agree to make the Material MATERIAL available, under an a separate 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; RECIPIENT SCIENTIST's RESEARCH PURPOSE, provided that such other scientists reimburse the Provider PROVIDER and PROVIDER SCIENTIST for any costs relating to the preparation and distribution of the MaterialMATERIAL, if applicable. 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. Under a separate agreement at least as protective of the PROVIDER's and PROVIDER SCIENTIST’S rights, the RECIPIENT may distribute MODIFICATIONS to scientists at academic institutions for research and teaching purposes only. Without written consent from the PROVIDER and the PROVIDER SCIENTIST, 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 SCIENTIST and the PROVIDER and the PROVIDER SCIENTIST have no obligation to grant a commercial license to its/his 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 The RECIPIENT and the RECIPIENT SCIENTIST acknowledge 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 and the RECIPIENT SCIENTIST under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER and PROVIDER SCIENTIST, including any altered forms of the MATERIAL made by the PROVIDER SCIENTIST at 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 and/or PROVIDER SCIENTIST 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 and the PROVIDER SCIENTIST to establish the terms of a commercial license. It is understood by the RECIPIENT that the PROVIDER and PROVIDER SCIENTIST 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. 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 and the PROVIDER SCIENTIST 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 AND THE PROVIDER SCIENTIST MAKE 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. Neither the PROVIDER nor the PROVIDER SCIENTIST will be liable to the RECIPIENT and/or RECIPIENT SCIENTIST for any loss, claim or demand made by the RECIPIENT and/or RECIPIENT SCIENTIST, or made against the RECIPIENT and/or RECIPIENT SCIENTIST by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT and/or RECIPIENT SCIENTIST, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER or the PROVIDER SCIENTIST. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. To the extent possible, RECIPIENT SCIENTIST agrees to publish or make available the Research Results to the scientific community and public. In the case of collaboration with the bank, appropriate authorship should be included. The RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the MATERIAL in all publications and communications presenting research results obtained with the MATERIAL. RECIPIENT and/or RECIPIENT SCIENTIST will inform PROVIDER and PROVIDER SCIENTIST, in confidence, of results of the RESEARCH PURPOSE related to the MATERIAL ("Research Results") by personal written communication or by providing PROVIDER and PROVIDER SCIENTIST with a draft manuscript describing such Research Results. PROVIDER and/or PROVIDER SCIENTIST may use Research Results for internal research, and educational purposes, as well as make such Research Results available to other scientists and/or institutions. Upon request, the RECIPIENT and/or RECIPIENT SCIENTIST shall inform PROVIDER and/or PROVIDER SCIENTIST on the status of its/his RESEARCH PURPOSE. RECIPIENT and RECIPIENT SCIENTIST agree that the policy of the bank is that the data obtained from the MATERIAL provided must return to the bank (images, raw data, etc.) ("Raw Data"). The Raw Data may be used for internal research and educational purposes by PROVIDER and/or PROVIDER SCIENTIST, and will be made available to other researchers for meta-analyses. Authorship is not automatic for subsequent studies. The team that initiated the first study will have priority for publication purposes. If other researchers request data access before your results become public, RECIPIENT SCIENTIST will inform all parties of any potential overlap. As per our publication policy, the first to press becomes the cited reference for subsequent publications. To avoid conflict, RECIPIENT and RECIPIENT SCIENTIST encourage cross co-authorships between collaborations in the event of manuscript submissions that coincide with one another. The RECIPIENT and RECIPIENT SCIENTIST agree to use the MATERIAL in compliance with all applicable laws and regulations regarding the use of the MATERIAL. The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect (unless otherwise sooner terminated) until (the “Termination Date”) at which time the Agreement shall deemed terminated. This Agreement could also 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 SCIENTIST at RECIPIENT's RESEARCH PURPOSE with the MATERIAL, or (c) on thirty (30) days written notice by any Party to the other(s), provided that:

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 included therein), and (b) those of substances created by Recipient through the use of the Material or Modifications, but which are not Unmodified Derivatives or Modifications (i.e., do not contain the Original 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. The Recipient and the Recipient Scientist agree that the Material: is to be used only solely for the purpose as specified in Exhibit C. If Recipient desires to use Material for Nonprofit Organizations’ research other than that described, then Recipient must obtain written consent from Provider, before any such research is undertakenpurposes; 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 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 not be transferred to anyone else within the 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 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.. 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 Material only if those substances do not contain or incorporate the Material. 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, or any related patents of the Provider for Commercial Purposes. If the Recipient desires to use or license the Material 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. 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 of any such patent applications claiming 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. 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 and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. This Agreement will terminate on the earliest of the following dates: (a) on <<<>>>, 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: 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; 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. Paragraphs 6, 9, and 10 shall survive termination. EXHIBIT B