LETTER AGREEMENT
FOR
TRANSFER OF
BIOLOGICAL MATERIAL
BETWEEN
MEDICALUNIVERSITY OF SOUTH CAROLINA
AND
______

  1. BIOLOGICAL MATERIAL (Enter description)

B.PROVIDER (Organization providing the BIOLOGICAL MATERIAL)

1. Authorized Official _Cynthia L. Brown______

2. Name of Organization _Medical University of South Carolina______

3. Street Address _171 Ashley Avenue______

4. City/State/Zip+4 _Charleston, SC 29425______

C.RECIPIENT (Organization receiving the BIOLOGICAL MATERIAL

  1. Authorized Official ______
  1. Name of Organization ______
  1. Street Address ______
  1. City/State/Zip+4 ______

D.In response to the RECIPIENT’s request for the BIOLOGICAL MATERIAL
identified above, the PROVIDER asks that the RECIPEINT and the RECIPIENT SCIENTIST agree to the following before the RECIPIENT receives the BIOLOGICAL MATERIAL

We (Company)hereby request from the Medical University of South Carolina (MUSC), 171 Ashley Avenue, Charleston, SC, samples of Materials owned by MUSC described in paragraph A above.

We agree that:

1.The Materials shall also include their progeny, and any derivatives thereof, which
shall remain the property of MUSC. The Materials will be used solely for experimental research purposes and will not be used for human or clinical testing.

2.This agreement shall apply to this initial request, any refill request, and any future
requests for additional Materials. To request refills and/or additional Materials, send a letter referencing this agreement which describes the materials and their planned use.

3.We understand that the Materials represent a significant investment on the part of
MUSC and are considered proprietary to MUSC. We will maintain the confidentiality of the Materials, and we will not with out prior written permission from MUSC:

(a)Distribute samples of the Materials to anyone.

(b)Make any commercial use of the Materials.

(c)If the Materials are cDNAs, use the Materials, or describe in a publication or patent application such use, in connection with:

(i) the isolation, cloning or expression of a substance or;

(ii) research in an area, other than that stated below or in our letter requesting
this sample.

(d)Use any antigen identified through the use of a neutralizing antibody furnished under this agreement which shall be deemed to be a Material owned and furnished by MUSC under this agreement, and not a new material under paragraph 4, below.

4.MUSC (and its licensees of the Materials) are hereby granted a right of first
refusal to obtain an exclusive license to commercialize any substance produced or isolated with or by use of the Materials under terms to be negotiated in good faith.

Page two

Material Transfer Agreement

5.MUSC (and its licensees of the Materials) are hereby granted a non-exclusive,
royalty-free license under any patent or other intellectual property rights covering a new use of the Materials generated through our research with the Materials.

6.We will supply to MUSC reprints of any publications resulting from our use of
the materials no later than receipt by us of notice of acceptance from the publishing journal.

7.We will return to MUSC all unused supplies of the Materials whenever the investigation for which they have been supplied discontinues or is terminated.

8.We accept the Materials with the knowledge that they are experimental biological Materials and agree to comply with all laws and regulations for the handling and use thereof. BECAUSE THE MATERIALS ARE EXPERIMENTAL IN NATURE, AND ARE FURNISHED WITHOUT CHARGE, THEY ARE BEING SUPPLIED TO US WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICIULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT. We will hold MUSC harmless from any damages which may be alleged to result in connection with the requested Materials, subject to any relevant state or federal government regulations.

9.We agree to pay directly, or reimburse MUSC, for any shipping, handling, customs duty, or other like expenses which may be incurred in filling our request.

E.PROVIDER SCIENTIST

  1. Name and Title ______
  1. Street Address ______
  1. City/State/Zip+4______
  1. Signature ______Date ______
  1. Organization Approval ______Date ______
F.RECIPIENT SCIENTIST
  1. Name and Title ______
  1. Street Address ______

3. City/State/Zip+4 ______

4. Signature ______Date ______

IN WITNESS WHERE OF, the parties hereto have executed this Agreement in duplicate by persons duly and legally authorized.

MEDICALUNIVERSITY OF

[Recipient Organization]SOUTH CAROLINA

By ______By ______

(Signature)(Signature)

______

(Print or type name)(Print or type name)

Title ______Title ______

Date ______Date ______