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MATERIAL TRANSFER AGREEMENT
THIS DOCUMENT CONSTITUTES AN AGREEMENT BETWEEN
University of Helsinki
Yliopistonkatu 4
00014 University of Helsinki, Finland
And
the recipient scientist:
(later referred to as the ”Scientist”)
And
the institution:
(later referred to as the ”Institution”)
for the distribution of research materials.
The University of Helsinki shall provide biological resource which have been produced in the
laboratory of Prof. Timo Otonkoski at the Biomedicum Stem Cell Center subject to the following
terms and conditions:
1. This agreement covers the biological resource identified as (please specify):
___________________________________________________________________
and related information that may be received by the Scientist as BIOLOGICAL
RESOURCE (hereinafter referred as the “STEM CELL”) and any cell reproduced
or propagated directly or indirectly from the STEM CELL regardless of maintaining
identity with the STEM CELL (hereinafter referred as the “SECONDARY CELL”).
The STEM CELLS and any cell differentiated from the STEM CELLS is and shall
remain the property of the University of Helsinki. No right or license is granted
with respect to the STEM CELL or SECONDARY CELL except as expressly set
forth herein. The costs of handling and transportation by courier will be paid by the
Institution, who hereby gives authorisation to the University of Helsinki to use the
following courier account
Courier:____________________________________
Account No:________________________________
2. The STEM CELL will be used only for the following non-commercial research
purposes (please specify):
by the Scientist at the Institution and by individuals working under the direct
supervision of the Scientist at the Institution, who are aware of and agree to be
bound by the terms of this agreement in writing. The STEM CELL will not be used
for any research other than as described above, in particular but not limited to
research that is for the benefit of any for-profit organization. The Institution
represents, warrants and covenants that the research using the STEM CELL will not
be subject to the terms of any agreement in which a third party gains rights to the
results of the research performed with the STEM CELL and/or to any intellectual
property arising from such research. The STEM CELL will not be used for any
commercial purposes (such as but not limited to uses of the material for contract
research, screening, production of products for sale, and research uses which result
in the sale, lease, or licensing of the STEM CELL or information related to it) for
which a commercialisation license may be required. Should the Institution's
research using the STEM CELL results in an invention of any kind, product or
process, the Institution will promptly notify the University of Helsinki in writing.
Any intellectual property and ownership rights as well as access rights regarding
such invention, product or process will be shared as negotiated in good faith
between the University of Helsinki and the Institution. The Institution agrees it will
not commercialize or otherwise utilize any such invention, product or process in the
absence of a written agreement concluded by and between the University of
Helsinki and the Institution.
3. The Scientist and the Institution acknowledge that the STEM CELL is or may be the subject
of industrial property rights or may be considered proprietary trade secret information of
the University of Helsinki and/or its collaborators, and agree to treat the STEM CELL as
such. Except as provided in this Agreement, no express or implied licenses or other rights
are provided to the Scientist or the Institution under any intellectual property rights or other
proprietary rights of the University of Helsinki or its collaborators, including but not
limited to rights in any altered forms of the STEM CELL.
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4. The STEM CELL will not be distributed to any other parties (third parties) without the prior
express written consent of the University of Helsinki. The Scientist and the Institution agree
to refer to the University of Helsinki any request for the STEM CELL from anyone other
than those persons working under the Scientist's direct supervision. Except as otherwise
specifically agreed upon by written amendment to this agreement, the Scientist or the
Institution has no right to license, assign or otherwise transfer to any third party any interest
in and rights to the research involving the STEM CELL or intellectual property that might
emerge there from.
5. The contribution of Timo Otonkoski, Biomedicum Stem Cell Center, University of
Helsinki, will be acknowledged in accordance with scientific custom in all published or oral
communications concerning research using the STEM CELL.
6. The Scientist and the Institution will share with Timo Otonkoski and the University of
Helsinki all the results of the research using the STEM CELL and provide Timo Otonkoski
and the University of Helsinki without delay any copies of manuscripts and other
publications to be published, at the latest when the manuscripts or publications are
submitted for publication.
7. THE STEM CELL IS EXPERIMENTAL IN NATURE AND IS PROVIDED WITHOUT
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, OR
ANY OTHER WARRANTY EXPRESS OR IMPLIED. THE SCIENTIST AND THE
INSTITUTION AGREE THAT THE UNIVERSITY OF HELSINKI, ITS EMPLOYEES,
AND AGENTS, HAVE NO LIABILITY FOR ANY LOSS, CLAIM OR DEMAND IN
CONNECTION WITH THE STEM CELL OR ITS USE, POSSESSION,
MODIFICATION, STORAGE OR DISPOSAL.THE UNIVERSITY OF HELSINKI
MAKES NO REPRESENTATION THAT THE USE OF THE STEM CELL WILL NOT
INFRINGE ANY PATENT OR PROPRIETARY RIGHTS OR OTHER RIGHTS OF
THIRD PARTIES. THE UNIVERSITY OF HELSINKI MAKES NO REPRESENTATION
AS TO TESTING OF THE STEM CELL FOR THE PRESENCE OR ABSENCE OF ANY
PATHOGENS.
8. The Scientist and the Institution agree to use the STEM CELL in compliance with all
applicable laws, statutes, regulations, and ethics guidelines relating to the possession,
handling, use, storage, modification, disposal, and the like of such materials. The STEM
CELL or any cell obtained in the course of differentiation from the STEM CELL is not
to be used for diagnostic or therapeutic purposes in humans. The Institution with the
Scientist agrees that its research shall exclude the following: (1) the mixing of the
STEM CELL with an intact embryo, either human or non-human; (2) implanting the
STEM CELL or products of the STEM CELL in a uterus; and (3) attempting to make
whole embryos with the STEM CELL by any manner (4) will not be used in human
subjects for any purpose.
9. The Institution assumes all liability for damages which may arise from its possession, use,
modification, storage, or disposal of the STEM CELL. The University of Helsinki, its
employees and agents will not be liable to the Scientist or to the Institution for any loss,
claim, or demand made by the Scientist or the Institution, or made against the Scientist or
the Institution by any other party, due to or arising from the possession, use, modification,
storage, or disposal of the STEM CELL by the Scientist or the Institution, except to the
extent permitted by law when caused by the gross negligence or wilful misconduct of the
University of Helsinki. The Institution agrees to hold the University of Helsinki harmless
for all and any liability, loss, claim, or damages arising from this agreement or from the
Institution's possession, use, handling, storage, modification, or disposal of the STEM
CELL
10. This agreement may be terminated on thirty (30) days written notice by the University of
Helsinki or by the Institution. Upon the termination the Scientist and the Institution will
discontinue their use of the STEM CELL and will return or destroy any remaining STEM
CELL as required by the University of Helsinki. Articles 2-7 and 9-11 shall survive the
termination.
11. This agreement and its interpretation will be governed by the laws of Finland. Any disputes
under this agreement will be settled in Helsinki, Finland by arbitration by one arbitrator.
The Arbitrator shall be appointed by the Board of Arbitration of the Central Chamber of
Commerce of Finland and the Rules of the said Board are to be followed in the arbitration
proceedings. The arbitration shall be conducted in the English language. Any judgment
rendered by the arbitrator shall be final and binding upon the Parties.
12. The Scientists and the Institution accept STEM CELL under the above conditions, one copy
of this agreement should be signed and dated by the Scientist and an authorized
representative of the Institution and returned to the representative of the University of
Helsinki.
Date:
THE UNIVERSITY OF HELSINKI
__________________________________
__________________________________
Date:
ACCEPTED AND AGREED
____________________________________________________
Name of Scientist
____________________________________________________
Name of Institution
____________________________________________________
Signature of Scientist
____________________________________________________
Name of Authorized Representative
____________________________________________________
Title of Authorized Representative
____________________________________________________
Signature of Authorized Representative
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