Agreement for Transfer of Genetic Material for Research and Development

MATERIALS TRANSFER AGREEMENT

This Agreement is made by and between U (hereinafter the “U”) and W (hereinafter “W”), referred to collectively as the “Parties” and individually as a “Party”.

In transferring from the U the materials described as  _______ (hereinafter the “Materials”), U and W agree to the following terms:

• The Materials will not be distributed or released to any third party except as provided herein without the express written permission of U. W shall not send or transport or have sent or have transported the Materials to any location other than research laboratories of W or its Affiliates without the express written permission of U, subject to W ensuring that its Affiliates use the Materials in a manner consistent with the terms of this Agreement. “Affiliates” means and refers to any entity that controls, or is controlled by, or is under common control with, a company.

(2)        In accepting the Materials, W agrees to use the Materials solely for research and development purposes.

(3)        This Agreement does not constitute a license to commercialize the Materials or any products containing the Materials or unmodified derivatives thereof.

(4)        W shall be entitled to publish the results of its work with the Materials. At least thirty days prior to any intended Public Disclosure that references the Materials or describes work carried out with the Materials, W will inform U in writing of the intended Public Disclosure. 

(5)        U agrees that it will not enter into any commercial licensing agreement with any third party concerning the Materials without firstly offering a license to W on the same terms and conditions as the license agreed between U and the third party.

(6)        W shall ensure that the importation, transport, use, maintenance and disposition of the Materials will be conducted in strict accordance with all appropriate local, national and international guidelines and regulations.

(7)        U does not warrant that the use of the Materials does not or will not infringe any patent. U is under no obligation to obtain or provide licenses that may be required for the use of the Materials by W.

(8)        U does not warrant that the use of the Materials is safe and without hazard. W shall assume all risks in the use of the Materials.

(9)        W shall be responsible for any claims or liabilities whatsoever that may arise from W’s own acts in the performance of this Agreement and hereby indemnify U from such claims or liabilities.

(10)       This Agreement can be terminated by U or W. Such termination shall be made by serving 30 days written notice on the non-terminating party.

(11)       The failure of any Party hereto at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce such provision at a later time.

(12)       This Agreement shall be governed by, and construed in accordance with, the laws of [….], without reference to conflict of laws principles and the Parties submit to the exclusive jurisdiction of the courts of […].

• This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof, and no amendment or modification to this Agreement shall be valid or binding upon the Parties unless made in writing and signed by each Party.

• The signatories hereto warrant and represent that they have the competent authority on behalf of their respective organizations to enter into the obligations of this Agreement.

For _________:

By:                                                                                          

For _________:

By: