THE UNIFORM BIOLOGICAL MATERIAL TRANSFER AGREEMENT

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THE UNIFORM BIOLOGICAL MATERIAL TRANSFER AGREEMENT (dated March 8, 1995)

I.Definitions:

1.PROVIDER:  Organization providing the ORIGINAL MATERIAL.  The name
and address of this party will be specified in an implementing
letter.

2.PROVIDER SCIENTIST:  The name and address of this party will be
specified in an implementing letter.

3.RECIPIENT:  Organization receiving the ORIGINAL MATERIAL.  The name
and address of this party will be specified in an implementing
letter.

4.RECIPIENT SCIENTIST:  The name and address of this party will be
specified in an implementing letter.

5.ORIGINAL MATERIAL:  The description of the material being
transferred will be specified in an implementing letter.

6.MATERIAL:  ORIGINAL MATERIAL, PROGENY, and UNMODIFIED DERIVATIVES.
The MATERIAL shall not include: (a) MODIFICATIONS, or (b) other
substances created by the RECIPIENT through the use of the MATERIAL
which are not  MODIFICATIONS, PROGENY, or UNMODIFIED DERIVATIVES.

7.PROGENY:  Unmodified descendant from the MATERIAL, such as virus
from virus, cell from cell, or organism from organism.

8.UNMODIFIED DERIVATIVES:  Substances created by the RECIPIENT which
constitute an unmodified functional subunit or product expressed by
the ORIGINAL MATERIAL.  Some examples include: subclones of
unmodified cell lines, purified or fractionated subsets of the
ORIGINAL MATERIAL, proteins expressed by DNA/RNA supplied by the
PROVIDER, or monoclonal antibodies secreted by a hybridoma cell line.

9.MODIFICATIONS:  Substances created by the RECIPIENT which
contain/incorporate the MATERIAL.

10.COMMERCIAL PURPOSES:  The sale, lease, license, or other transfer
of the MATERIAL or MODIFICATIONS to a for-profit organization.
COMMERCIAL PURPOSES shall also include uses of the MATERIAL or
MODIFICATIONS by any organization, including RECIPIENT, to perform
contract research, to screen compound libraries, to produce or
manufacture products for general sale, or to conduct research
activities that result in any sale, lease, license, or transfer of
the MATERIAL or MODIFICATIONS to a for-profit organization.  However,
industrially sponsored academic research shall not be considered a
use of the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES per se,
unless any of the above conditions of this definition are met.

11.NONPROFIT ORGANIZATION(S):  A university or other institution of
higher education or an organization of the type described in section
501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and
exempt from taxation under section 501(a) of the Internal Revenue
Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational
organization qualified under a state nonprofit organization statute.
As used herein, the term also includes government agencies.

II.Terms and Conditions of this Agreement:

1.The PROVIDER retains ownership of the MATERIAL, including any
MATERIAL contained or incorporated in MODIFICATIONS.

2.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 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.

3.The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:
(a)is to be used solely for teaching and academic research purposes;
(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;
(c)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
(d)will not be transferred to anyone else within the RECIPIENT
organization without the prior written consent of the PROVIDER.

4.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 a separate
implementing letter to this Agreement or other 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.

5.(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 implementing letter to this Agreement (or an
agreement at least as protective of the PROVIDER's rights), the
RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(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 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 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.

6.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.

7.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.

8.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.

9.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.

10.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.

11.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.

12.The RECIPIENT agrees to use the MATERIAL in compliance with all
applicable statutes and 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.

13.This Agreement will terminate on the earliest of the following
dates: (a) when the MATERIAL becomes generally available from third
parties, for example, through 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 an
implementing letter, 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 sources; 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.

14.Paragraphs 6, 9, and 10 shall survive termination.

15.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 by the PROVIDER, the
amount will be indicated in an implementing letter.

IMPLEMENTING LETTER

The purpose of this letter is to provide a record of the biological
material transfer, to memorialize the agreement between the PROVIDER
SCIENTIST (identified below) and the RECIPIENT SCIENTIST (identified
below) to abide by all terms and conditions of the Uniform Biological
Material Transfer Agreement ("UBMTA") (dated March 8, 1995), and to
certify that the RECIPIENT (identified below) organization has
accepted and signed an unmodified copy of the UBMTA.  The RECIPIENT
organization's Authorized Official also will sign this letter if the
RECIPIENT SCIENTIST is not authorized to certify on behalf of the
RECIPIENT organization.  The RECIPIENT SCIENTIST (and the Authorized
Official of RECIPIENT, if necessary) should sign both copies of this
letter and return one signed copy to the PROVIDER.  The PROVIDER
SCIENTIST will forward the material to the RECIPIENT SCIENTIST upon
receipt of the signed copy from the RECIPIENT organization.

Please fill in all of the blank lines below:

1.PROVIDER:  Organization providing the ORIGINAL MATERIAL:

Organization:____________________________________________________
Address:     ____________________________________________________
        ____________________________________________________

2.RECIPIENT:  Organization receiving the ORIGINAL MATERIAL:
Organization:____________________________________________________
Address:     ____________________________________________________
        ____________________________________________________

3.ORIGINAL MATERIAL (Enter description):
__________________________________
_____________________________________________________________________
_____
_____________________________________________________________________
_____
_____________________________________________________________________
_____

4.   Termination date for this letter (optional):
_____________________

5.Transmittal Fee to reimburse the PROVIDER for preparation and
distribution costs (optional).  Amount:_________________________

This Implementing Letter is effective when signed by all parties.
The parties executing this Implementing Letter certify that their
respective organizations have accepted and signed an unmodified copy
of the UBMTA, and further agree to be bound by its terms, for the
transfer specified above.

PROVIDER SCIENTIST

Name:__________________________________________________________
Title:__________________________________________________________
Address:__________________________________________________________
    __________________________________________________________
Signature:_____________________________________   Date: ____________

RECIPIENT SCIENTIST

Name:__________________________________________________________
Title:__________________________________________________________
Address:__________________________________________________________
    __________________________________________________________
Signature:_____________________________________   Date: ____________

RECIPIENT ORGANIZATION CERTIFICATION

Certification:  I hereby certify that the RECIPIENT organization has
accepted and signed an unmodified copy of the UBMTA (May be the
RECIPIENT SCIENTIST if authorized by the RECIPIENT organization):
Authorized Official:
________________________________________________
Title:
__________________________________________________________
Address:
__________________________________________________________
__________________________________________________________
Signature:  _____________________________________
     Date: ____________


SIMPLE LETTER AGREEMENT FOR TRANSFER OF NON-PROPRIETARY BIOLOGICAL
MATERIAL

PROVIDER:

Authorized Official:  _____________________________________________
Organization:____________________________________________________
Address:____________________________________________________
        ____________________________________________________

RECIPIENT:

Authorized Official:  _____________________________________________


Organization:
____________________________________________________
Address:____________________________________________________
____________________________________________________

In response to the RECIPIENT's request for the BIOLOGICAL MATERIAL
identified as
________________________________________________________________
_____________________________________________________________________
_________
_____________________________________________________________________
_________
_____________________________________________________________________
_________
_____________________________________________________________________
________,
the PROVIDER asks that the RECIPIENT and the RECIPIENT SCIENTIST
agree to the following before the RECIPIENT receives the BIOLOGICAL
MATERIAL:

1.  The above BIOLOGICAL MATERIAL is the property of the PROVIDER and
is made available as a service to the research community.

2.  The BIOLOGICAL MATERIAL will be used for teaching and academic
research purposes only.

3.  The BIOLOGICAL MATERIAL will not be further distributed to others
without the PROVIDER's written consent.  The RECIPIENT shall refer
any request for the BIOLOGICAL MATERIAL to the PROVIDER.  To the
extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST
agrees to make the BIOLOGICAL MATERIAL available, under a separate
Simple Letter Agreement, to other scientists (at least those at
nonprofit organizations or government agencies) who wish to replicate
the RECIPIENT SCIENTIST's research.

4.  The RECIPIENT agrees to acknowledge the source of the BIOLOGICAL
MATERIAL in any publications reporting use of it.

5.  Any BIOLOGICAL MATERIAL delivered pursuant to this Simple Letter
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 BIOLOGICAL
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 BIOLOGICAL 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.

6.  The RECIPIENT agrees to use the BIOLOGICAL MATERIAL in compliance
with all applicable statutes and regulations, including, for example,
those relating to research involving the use of human and animal
subjects or recombinant DNA.

7.  The BIOLOGICAL 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:__________________

The RECIPIENT and the RECIPIENT SCIENTIST should sign both copies of
this letter and return one signed copy to the PROVIDER SCIENTIST.
The PROVIDER will then forward the BIOLOGICAL MATERIAL.

PROVIDER SCIENTIST

Organization:_______________________________________________________
Address:_______________________________________________________
_______________________________________________________
Name:__________________________________________________________
Title:__________________________________________________________
Signature:_____________________________________   Date: ____________

RECIPIENT SCIENTIST

Organization:_______________________________________________________
Address:_______________________________________________________
_______________________________________________________
Name:__________________________________________________________
Title:__________________________________________________________
Signature:_____________________________________   Date: ____________

RECIPIENT ORGANIZATION APPROVAL

Authorized Official:
________________________________________________
Title:__________________________________________________________
Address:__________________________________________________________
__________________________________________________________
Signature:_____________________________________   Date: ____________