Viral Gene Transfer Core Material Transfer Agreement

McGovern Institute for Brain Research

Massachusetts Institute of Technology

This Material Transfer Agreement is entered into as of the date of the last signature below(“Effective Date”) between the Massachusetts Institute of Technology ("MIT"), a Massachusetts non-profit institution,and [insert recipient institution name] (“RECIPIENT INSTITUTION”), a [recipient institution type], on behalf of [insert recipient scientist name] (“RECIPIENT SCIENTIST”).

  1. Definitions. When used in this Agreement, the following terms have the meanings set forth for them below.
  1. MATERIAL means ORIGINAL MATERIAL and UNMODIFIED DERIVATIVES, and reverse engineered forms of the ORIGINAL MATERIAL or MODIFICATIONS, but excludes (i) MODIFICATIONS and (ii) other substances, which are not MODIFICATIONS or UNMODIFIED DERIVATIVES, created by the RECIPIENT INSTITUTION through use of MATERIAL.
  1. MODIFICATIONSmeans substances created by the RECIPIENT INSTITUTION which contain or incorporate MATERIAL.
  1. ORIGINAL MATERIAL meansthe material(s) identified on EXHIBIT A to this Agreement.
  1. UNMODIFIED DERIVATIVES means substances created by the RECIPIENT INSTITUTION 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/encoded by DNA/RNA supplied by MIT, viral based vectors (assembled particles with or without genomes) generated from DNA/RNA supplied by MIT, or monoclonal antibodies secreted by a hybridoma cell line.
  1. TRANSFER.
  1. MIT will transfer a sample of ORIGINAL MATERIAL to RECIPIENT INSTITUTION for use by RECIPIENT SCIENTIST on the terms and conditions contained herein. The sample will be sent via the courier service identified on EXHIBIT A and charged to RECIPIENT INSTITUTION’s account.
  1. RECIPIENT INSTITUTIONcovenants thatRECIPIENT INSTITUTION and RECIPIENT SCIENTIST:
  1. will use MATERIAL only in the RECIPIENT SCIENTIST's laboratory at the RECIPIENT INSTITUTION and only under the direction of the RECIPIENT SCIENTIST and will not transfer MATERIAL to anyone, including anyone else within the RECIPIENT INSTITUTION, without the prior written consent of MIT;
  1. will use the MATERIAL and any MODIFICATIONS in compliance with all applicable laws and regulations, including, without limitation, Public Health Service and National Institutes of Health regulations and guidelines;
  1. will not use MATERIAL or any MODIFICATIONS for research involving, or treatment or diagnosis of, human subjects;
  1. will refer any requests for the MATERIAL from persons not working under the RECIPIENT SCIENTIST's direct supervision to MIT.
  1. PAYMENT. In consideration of the ORIGINAL MATERIAL, RECIPIENT INSTITUTION will pay MIT an amount to be determined by the director of the Viral Gene Transfer Core. Such amount is due and payable within 30days following RECIPIENT INSTITUTION’s receipt of the ORIGINAL MATERIAL and shall be paid in US Dollars.
  1. OWNERSHIP AND RELATED RIGHTS AND OBLIGATIONS.
  1. MIT retains ownership of all intellectual property rights in the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.
  1. RECIPIENT INSTITUTIONwill own all intellectual property rights in(i) MODIFICATIONS (subject to MIT’s ownership of intellectual property rights in the MATERIAL) and (ii) substances created through use of the MATERIAL or MODIFICATIONS that are not UNMODIFIED DERIVATIVES or MODIFICATIONS.
  1. Notwithstanding the provisions of Section 4b above, if MIT has contributed to the creation of the MODIFICATIONS or substances created through use of the MATERIAL or MODIFICATIONS (other than by virtue of supplying the ORIGINAL MATERIAL), the intellectual property rights in such MODIFICATIONS or substances will be jointly owned, unless MIT and RECIPIENT INSTITUTION have entered into an agreement that provides otherwise.
  1. RECIPIENT INSTITUTION covenants that it will not distribute MODIFICATIONS to third parties without MIT’s prior written consent, which may be withheld in MIT’s sole discretion.
  1. Except for the rights expressly granted by this Agreement, no express or implied licenses or other rights in the MATERIAL under any intellectual property rights of MIT are granted to the RECIPIENT INSTITUTION.
  1. In the event that RECIPIENT INSTITUTIONor any person using the MATERIAL under this Agreement filesany patent application(s) claiming inventions relating to MODIFICATIONS or method(s) of manufacture or use(s) of the MATERIAL, RECIPIENT INSTITUTION shall notify MITthat an application has been filed promptly following such filing.
  1. No warranties.The MATERIAL is provided AS IS. MIT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, regarding the MATERIAL and hereby disclaims any such warranties, including, without limitation, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT.
  1. LIABILITY AND INDEMNIFICATION. Except to the extent prohibited by law, RECIPIENT INSTITUTION assumes all liability for damages which may arise from the receipt, handling, use, storage, disposal or transport of the MATERIAL or MODIFICATIONS or its breach of this Agreement, andMIT will not be liable to the RECIPIENT INSTITUTION for any such damages, whether incurred by RECIPIENT INSTITUTIONor a third party, except to the extent permitted by law when caused by the gross negligence or willful misconduct of MIT.
  1. INSURANCE. RECIPIENT INSTITUTION shall maintain general liability coverage with a minimum limit of $1,000,000. RECIPIENT INSTITUTION may self-insure and shall not be required to maintain the insurance described in this Section 7, to the extent that RECIPIENT INSTITUTION self-insures; provided, however, that (a) the foregoing shall not relieve RECIPIENT INSTITUTION from any of RECIPIENT INSTITUTION’s other obligations under this Section, and (b) RECIPIENT INSTITUTION shall be liable as a self-insurer for the risks that would have been covered by the insurance described in this Section 7 as to which RECIPIENT INSTITUTION self-insures.
  1. PUBLICATION. Nothing in this Agreement will be deemed to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS in accordance with the terms of this Agreement. RECIPIENT INSTITUTIONshall acknowledge the source of the MATERIAL in all publications by referring to the "Viral Gene Transfer Core of the McGovern Institute for Brain Research at MIT".
  1. TERMINATION. Either party may terminate this Agreement by providing the other with notice if such other party materially breaches this Agreement and fails to cure such breach within 30 days following notice thereof. If MIT terminates this Agreement, RECIPIENT INSTITUTION shall immediately return or, if MIT so requests, destroy or dispose of any remaining MATERIAL.
  1. NOTICE.All notices hereunder must be in writing and addressed, in the case of RECIPIENT INSTITUTION, to the RECIPIENT SCIENTIST’s address set forth on EXHIBIT A and, in the case of MIT, to the address for notice set forth on EXHIBIT A. Either party may substitute a different address for notice by providing notice to the other. Notices will be deemed given one business day after having been sent by recognized next day courier service or when delivered by hand.
  1. ASSIGNMENT. This Agreement may not be assigned by RECIPIENT INSTITUTION without MIT’s express written consent.
  1. ENTIRE AGREEMENT. This Agreement is the parties entire agreement concerning the subject matter hereof and supersedes any contemporaneous or previous agreements or understandings, whether oral, written, electronic or in any other medium, concerning the same.
  1. AMENDMENT. This Agreement may not be amended or modifiedexcept by writing executed by authorized representatives of both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective duly authorized representatives as of the Effective Date.

Massachusetts Institute of Technology

Acknowledged and agreed by:

______Date ______

Lauren C. Foster

Asst. Director, Technology Licensing Office

Acknowledged by:

______Date ______

Rachael Neve

Viral Core Director

[RECIPIENT INSTITUTION]

Acknowledged and agreed by:

______Date ______

[Name of representative]

[Title of representative]

Acknowledged by:

______Date ______

[Name of recipient scientist]

[Title of recipient]

EXHIBIT A

Original Materials Requested:[Insert Materials Requested Here]

RECIPIENT SCIENTIST’s Name (Principal Investigator):

Type here...

______

RECIPIENT SCIENTIST’s Address, Phone/Fax and Email:

Type here…

______

RECIPIENT SCIENTIST’s Shipping Address (if different from above):

Type here…

______

RECIPIENT SCIENTIST’s Business Administrator or Billing Contact:

Type here…

______

RECIPIENT SCIENTIST’s Billing Address (eg. Accounts Payable):

Type here…

______

RECIPIENT SCIENTIST’s FedEx Account Number (Please specify if other carrier):

Type here…

______

Summary of research (including[materials requested]):

Type here…

Return Fully Executed MTA andsend NOTICES to:

[Name]

[Address]

[E-mail]

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