MATERIAL TRANSFER AGREEMENT

BETWEEN :

The INSTITUT NATIONAL DE LA SANTE ET DE LA RECHERCHE MEDICALE, having its offices at 101 rue de Tolbiac, 75654 PARIS CEDEX 13 FRANCE, represented by its Director-General, Claude GRISCELLI.

Hereinafter called "INSERM"

of the first part,

AND :

…………………….…………………………., represented by…………………………

Hereinafter called "The Recipient"

of the second part

hereinafter collectively designed by "the Parties"

WHEREAS

Whereas Dr A Delacourte, researcher in INSERM Unit 422 has developed…………….

and technical information relating thereto (hereinafter collectively the "Material").

Whereas the Recipient has expressed his interest in using the Material for research purposes and INSERM Unit 422 is ready to supply the Recipient with the Material in accordance with the following terms :

NOW THEREFORE INSERM AND THE RECIPIENT AGREE AS FOLLOWS :

  1. Subject to the Recipient agreeing to the conditions set forth hereinafter, INSERM shall provide the Recipient with the Material upon execution of this agreement ("the Agreement") for experimental internal research purposes.

The Material and any other material which might derived from the Material shall remain the property of INSERM.

2. The Recipient undertakes to use the Material provided by INSERM for research purposes only as defined hereabove, to the exclusion of any commercial use of this Material.

The Recipient undertakes to propagate the Material only as required for said research purposes as well as not to transfer or distribute said Material or any other biological material which might be derived therefrom to any third party, except to its own personnel involved in said research, it however being understood that this personnel will be made aware of and be committed to the same undertaking. The Recipient undertakes to use the Material in compliance with all state, federal, local applicable laws and regulations. Under no conditions shall the Material be used for human or clinical testing.

The Recipient undertakes not to file any patent application or apply for any other industrial property rights for the Material and/or for any material which might derived from the Material.

If an invention results from the research being performed under this Agreement which contains any portion of the Material and/or any portion of any derivative of the Material, or which could not have been produced but for the use of the Material and/or any derivative of the Material, the Recipient agrees to contact INSERM to determine that ownership/inventorship interests INSERM may have in any such invention.

If an invention results from the research being performed under this Agreement which contains any portion of the Material and/or any portion of any derivative of the Material, or which could not have been produced but for the use of the Material and/or any derivative of the Material, leads to a commercial exploitation by the Recipient, the Recipient agrees to negociate with INSERM in good faith the conditions of such exploitation.

The Recipient will acknowledge INSERM Unit …. as the source of the Material in all publications containing any data or information obtained with the Material.
  1. The Recipient recognizes that the research activities performed by the recipient with the Material will be under its own and exclusive responsabilities.

    2. The Recipient acknowledges that the Material disclosed by INSERM is experimental in nature and that INSERM provides it "as is". No warranties, express or implied, are offered as to the merchantability or the fitness for any particular purpose of the Material provided to the Recipient under this Agreement. Additionally, the Recipient agrees to defend, indemnify and hold INSERM harmless from any claims, costs, damages or losses that may arise through the use of the Material by the Recipient.

    INSERM makes no representation that the use of the Material will not infringe any patent or any intellectual property right of any third party. Neither party shall have any obligation with respect to the other if any applicable patent rights are infringed by a third party.

  2. No other right or license to use the Material for commercial purposes is granted or implied under this Agreement.
  3. The Recipient shall not use the name of INSERM or any of its employees in any advertising, press release or any other promotional materiel, involving the subject matter of this Agreement, without the prior written consent of INSERM.
  4. The Recipient undertakes to treat in confidence any information received from INSERM under this Agreement and designated in writing to be confidential and to ensure its protection against untimely use or unauthorized disclosure to third party, unless there is written evidence that the Recipient possessed this information previously, or that it was known to the public or had became known to the public without any fault of the Recipient, or that it was received from a third party having the right to disclose same to the Recipient, or that was developed by or for the Recipient independently of INSERM’s confidential information.

9. This Agreement shall become effective on the date when the last party to sign has executed this agreement and shall terminate five (5) years from this effective date. This termination date may be extended through negotiation between The Parties. Upon the effective date of termination, the Recipient will discontinue its use of the Material and will destroy any remaining Material.

10. This agreement shall be construed in accordance with the laws of France.

11. This agreement constitutes the entire understanding of the Recipient and INSERM and supersedes all prior agreements and understandings with respect to the subject matter hereof.

In Witness Whereof, the Parties have executed this Agreement on the date set forth below.

INSERM

_________________________________

Pr C. GRISCELLI
Director General

Date :

 

 

Dr. Andre Delacourte
Research Scientist – INSERM Unit 422

Date :

 

The Recipient

_________________________________
By :

_________________________________

Title :

_________________________________

Date :