MATERIALS
TRANSFER AGREEMENT
FOR
UNIVERSITIES AND NON-PROFIT INSTITUTIONS
This document constitutes an agreement between Sunnybrook Health Sciences Centre (hereinafter referred to as "Provider") and the recipient scientist and institution for the distribution of research materials produced jointly in the laboratories of Mount Sinai Hospital and Sunnybrook Health Sciences Centre. Provider is pleased to be able to provide the research materials subject to the following terms and conditions:
1. The material that is
covered in this Agreement includes:
a) a Z/AP double reporter
transgenic mouse line, including all progeny thereof;
b) unmodified derivatives thereof which may be created by Scientist or Institution. An unmodified derivative shall mean substances which constitute an important functional part, sub-unit or manifestation of the Material such as cell lines from an animal, sub-clones of a cell line, complements, expression or transcription products.
The material described above (hereinafter referred to as the "Material") is the property of Mount Sinai Hospital and Sunnybrook Health Sciences Centre (the "Owners") and is being provided as a service to the academic research community. The provider is authorized to enter into this Agreement on behalf of the Owners.
It is recognized that modifications of the Material may be
produced under this Agreement which contain both the proprietary Material of
Provider and materials proprietary to the recipient Scientist, Institution or
third parties ("Modifications"). It is understood and agreed that the
Owners retain sole ownership of the Materials contained therein. Modifications
shall remain under the control of the recipient Scientist and Institution;
however, their use shall be governed by this Agreement.
2. The Material and Modifications will be used only for academic, non-commercial research purposes by the Scientist at the Institution identified below (hereafter referred to as the "Institution") or by individuals working under the direct supervision of the Scientist at the Institution, who are aware of and agree to be bound by the terms of this agreement. Neither the Material nor Modifications will be used for any research which is sponsored by or otherwise conducted for the benefit of any for-profit organization.
3. NEITHER THIS RESEARCH MATERIAL NOR MODIFICATIONS MAY BE USED FOR RESEARCH, DIAGNOSIS OR TREATMENT INVOLVING HUMAN SUBJECTS. Research using the Material, Modifications or Derivatives of the Material will be carried out under appropriate containment conditions and in accordance with all applicable governmental rules and regulations.
4. The Material will not be distributed to any other parties or taken to another Institution without the express written consent of Provider.
5. The contribution of Dr Corrinne G. Lobe and Dr Andras Nagy
will be acknowledged in accordance with scientific custom in all published or
oral communications concerning your research using the Materials.
6. Upon request, the Scientist agrees to inform Dr Corrinne G.
Lobe or Dr Andras Nagy about the results of the research using the Material.
7. If the research using the Material results in a commercially
useful Modification or a commercially useful product or process employing
either the Material or a Modification, the Institution will promptly so notify
Provider. The owners agree to give due consideration to a request for a
non-exclusive, royalty bearing license to its property rights in the Material
to enable such commercial use.
8. THE MATERIAL IS EXPERIMENTAL IN NATURE AND IS PROVIDED WITHOUT
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, OR ANY OTHER
WARRANTY EXPRESS OR IMPLIED. PROVIDER MAKES NO REPRESENTATION THAT THE USE OF
THE MATERIALS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS.
9. To the extent permitted by law, the Recipient Scientist and Institution
agree to assume all liability for any loss, claim or damages which may arise
from their use, storage or disposal of the Material or Modifications. Neither
Mount Sinai Hospital nor Sunnybrook Health Sciences Centre shall be liable
to the Recipient Scientist or Institution for any loss, claim or demand made
by Recipient Scientist or Institution, or made against Recipient Scientist
or Institution by any other party, due to or arising from the use, storage
or disposal of the Material or Modifications by the Recipient Scientist or
Institution.
10. This agreement shall be construed in accordance with the laws of the Province of Ontario, Canada.
If
you agree to accept this Material under the above conditions, two originals of
this Agreement should be signed and dated by the Scientist and an authorized
representative of the Institution and returned to the representative of
Provider indicated below. One original will be returned to the representative
of the Institution after it has been signed by an authorized representative of
Provider.
For
Sunnybrook Health Sciences Centre:
_________________________________________
Dr.
Michael Julius, Ph.D.
VP
Research
Sunnybrook
Health Sciences Centre
2075
Bayview Avenue
Toronto,
ON M4N 3M5
Tel:
416-480-6100 x 7204
Fax:
416-480-4351
ACCEPTED
AND AGREED TO THIS _________DAY OF _____________20__:
________________________________
Name
of Scientist (Printed)
________________________________
Signature
of Scientist
___________________________________________
Name
of Institution
____________________________________________
Name
of Authorized Representative
____________________________________________
Title
______________________________________________
Signature