Materials Transfer Agreement

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MATERIALS TRANSFER AGREEMENT

Principal Investigator: Dept.

Telephone: e-mail:

Topic of Study:

Study Name:

Helsinki No: Protocol No: ______

Recipient of Samples:

Name of Recipient Institution:

Type of Tissue: ______Quantity:

Study Period:

Source of Funding:

Helsinky (Ethics Committee) Authorization:

THIS MATERIALS TRANSFER AGREEMENT (“Agreement”), made by and between ______(hereinafter: “Transferee”) and Medical Research, Infrastructure, and Health Services Fund of the Tel Aviv Medical Center, with offices at Weizman 6, st. Tel Aviv Israel (hereinafter: “Transferor”), shall govern the terms and conditions of the transfer of tangible samples and/or biological materials by . This Agreement is being made effective as of the date of the signature by or on behalf of ______and Transferor as appears on the signature page hereof (the “Effective Date”).

1.The Materials. Transferor shall transfer to Transferee, to the extent that Transferor has the right to transfer such materials, at Transferor’s place of business certain tangible samples and/or materials owned by or licensed to Transferor that are listed on Exhibit A attached hereto and made a part hereof (which Exhibit may be amended from time to time by written agreement of the parties hereto) and referred to herein as the “Materials”.

2.Limitation of Use. The Materials may be used by Transferee only for research purposes (hereinafter: the Purpose) and shall be used for no other purpose whatsoever (including any commercial use) without Transferor's prior written consent.

3.Confidentiality. All information relating to the Materials that Transferee receives from Transferor as a result of this Agreement and/or any information derived from the Materials is, and shall remain, proprietary and confidential information of Transferor. Transferee agrees to hold all confidential information of Transferor in absolute confidence. Before any employee of, or consultant to, Transferee, has access to the Materials or any confidential information of Transferor, Transferee shall have entered into a written agreement with such person obligating him or her to hold the Materials and such confidential information in confidence.

4.Control of Materials. Transferee shall retain control over the Materials and shall not transfer the Materials to any third party without prior written approval of Transferor. Materials shall remain the property of Transferor, and Transferor shall be given written notice of the transfer of the Materials to any facility of Transferee, other than the facility to which they are initially delivered. Upon termination of this Agreement, as detailed in Section 10, Transferee shall discontinue its use of the Materials and shall, upon the written request of Transferor, return any unused Materials to Transferor and/or destroy the Materials.

5.Ownership of Materials. Title to all Materials shall remain in Transferor.

6.Intellectual Property Rights. Nothing in this Agreement shall be construed to grant Transferee any intellectual property rights including patent, trademark, copyright or trade secret rights relating to the use of the Materials. Without derogating from the above,Transferor and Transferee shall jointly and equally own any and all data, information, results and analyses generated as result of the testing and evaluation of Materials hereunder by the Transferee and/or any third party on its behalf (including any modification and/or derivatives made by the by the Transferee and/or any third party on its behalf). It is further agreed that if, in performing its testing and evaluation of the Materials, Transferee develops ideas, inventions, techniques, improvements or other technology or associated intellectual property relating to the Materials, whether or not patentable (collectively, the “Inventions”), Transferor and Transferee shall equally and jointly own any and all such Inventions. Transferee shall not use and/or commercialize ad/or make any legal disposition in and/or with regards to the Inventions and/or data and/or information results and analyses generated as result of the testing and evaluation of Materials hereunder by the Transferee and/or any third party on its behalf (including any modification and/or derivatives made by the by the Transferee and/or any third party on its behalf) without prior written consent of the Transferor. Transferee shall immediately notify the Transferor of any Invention and/or data and/or information results and analyses generated as result of the testing and evaluation of Materials hereunder by the Transferee and/or any third party on its behalf (including any modification and/or derivatives made by the by the Transferee and/or any third party on its behalf) and shall execute any document requested by the Transferor to pass on the transferor half of the title on the above. Without derogating from the above in any patent and or/patent applications Transferee and Transferor shall be named as joint and equal owners.

7. Publications: The Investigators shall co-author publications relating to the this research, as scientifically and customarily appropriate.

8.No Warranty. The Materials are being made available only to facilitate the purposes set forth in this Agreement. THE MATERIALS ARE BEING SUPPLIED WITH NO WARRANTIES, EXPRESS OR IMPLIED, AND TRANSFEROR EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

9.Care in Use of Materials. Transferee acknowledges that the Materials are experimental in nature and may have unknown characteristics and therefore agrees to use prudence and reasonable care in the use, handling, storage, transportation and disposition and containment of the Materials.

10.Hold Harmless. Transferee shall defend, indemnify and hold Transferor and/or the Tel Aviv Sourasky Medical Center harmless from and against any third-party claims and liabilities arising therefrom which result from Transferee's use, handling, storage, transportation and disposition and containment of the Materials (except where such use, handling, storage, transportation, disposition or containment of the Materials was done in reasonable reliance on Transferor’s written representations or instructions regarding same), provided that: (a) Transferor gives prompt written notice to Transferee of any such claim, (b)Transferee is able to control the defense of any such claim at its expense, (c)Transferor fully cooperates with Transferee in the defense of any such claim, and (d)Transferor does not enter into any settlement of such claim without the prior written consent of Transferee. 11.Compliance with Laws. Transferee shall use, handle, store, transport, dispose of and contain the Materials in compliance with all applicable laws.

12.No Conflict. Transferor and Transferee each represent to the other that this Agreement does not, and during the term of this Agreement, will not conflict with any other right or obligation provided under any other agreement or obligation that it has with any third party.

13.Term of Agreement. Unless earlier terminated by the mutual written agreement of the parties and/or in accordance with any applicable law, this Agreement shall be effective as of the Effective Date and shall continue in effect for 3 months thereafter . Sections 3, 4, 5, 6, 7, 8, 9, 10, 12 and 16 of this Agreement shall survive the termination of this Agreement and remain in full force and effect.

14.General. This Agreement, contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be modified only by a subsequent written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue unaffected.

15.Agency. The parties do not intend that any agency or partnership relationship be created between them by this Agreement.

16.Assignment. Neither party shall assign this Agreement without the prior written consent of the other party.

17.Law. This Agreement shall be governed by and construed in accordance with the laws of the State of the state of Israel and the competent courts in Tel Aviv shall excusive jurisdiction

18.Notices. Any notice required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery, three days after deposit if sent by certified mail, postage prepaid, return receipt requested, or the day after delivery to a recognized overnight courier, to the following addresses:

If to Transferor :

If to Transferee:

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed below.

TRANSFEREETRANSFEROR

By:By:
(Signature)(Signature)

(Printed Name)(Printed Name)

(Title)(Title)

(Date)(Date)

TRANSFEREE Institution: ______

Date: ______

Signature and Stamp: ______

TRANSFEROR Institution:

THE MEDICAL RESEARCH FUND NEAR THE TEL AVIV SOURASKY MEDICAL CENTER (FUND): ______

Date: ______

Signature and Stamp: ______

Exhibit A

Biological Materials to be Transferred

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G27645