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Transcript
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. 2 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 4