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 below.
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.
12. CSULB:
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.
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. If the
substances are PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS, they will not
be transferred to anyone else without the prior written consent of the
PROVIDER.
(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 below, 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.
they apply to MODIFICATIONS.
(iv)
in the event the RECIPIENT terminates this agreement, 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.
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 below.
16. The RECIPIENT agrees to assume full
responsibility for the MATERIAL from the moment the MATERIAL leaves the care
and control of the PROVIDER.
17. The authorizing party from the University
(see form below; University Research or Safety and Risk Management, or designee
thereof) must have the authority to commit the University to assume full
liability for the MATERIAL according to the terms and conditions of this
document.
III. APPROVAL AND AGREEMENT SIGNATURES
Signatures below indicate the agreement between the Provider, Provider
Scientist, Recipient and Recipient scientist to abide
by all terms and conditions of this document. The Recipient scientist should
sign two copies of this document 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.
1. Material description and qualifying
information:
IF CSULB IS THE RECIPIENT ORGANIZATION:
|
1.
Will animals be involved in the use of this material? If yes, please describe briefly. |
Yes |
No |
|
2.
Does this material include Recombinant DNA? If yes, please describe briefly. |
Yes |
No |
|
3.
Will the use of this material involve working with hazardous
chemicals? If yes, please describe
briefly. |
Yes |
No |
|
4.
Does the use of this material pose a potential threat to the safety of
the environment, or to animals or humans?
If yes please describe briefly. |
Yes |
No |
IF CSULB IS THE PROVIDER ORGANIZATION:
|
1. Does the use of this material pose a
potential threat to the safety of the environment, or to animals or humans? If yes, has this been disclosed to the
recipient? |
Yes Yes |
No No |
ORIGINAL MATERIAL (Please describe):
2. Termination date for this agreement
(optional):
3. Transmittal Fee to reimburse the Provider for
preparation and distribution costs (optional):
4. Signatures
RECIPIENT ORGANIZATION
Recipient
Investigator/Scientist:
Name:
Title:
Full Address:
Telephone Number: FAX
Number:
Signature: Date:
Name:
Title:
Full Address:
Telephone Number: FAX
Number:
Signature: Date:
University Authorization:
Name:
Title:
Full Address:
Telephone Number: FAX
Number:
Signature: Date:
PROVIDER ORGANIZATION
Recipient
Investigator/Scientist:
Name:
Title:
Full Address:
Telephone Number: FAX
Number:
Signature: Date:
Name:
Title:
Full Address:
Telephone Number: FAX
Number:
Signature: Date:
University Authorization:
Name:
Title:
Full Address:
Telephone Number: FAX
Number:
Signature: Date:
BiologicalMat.Transfer.frm.6.04.doc