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Download ______[Date]______ [Insert Recipient Institution`s Name and
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OFFICE FOR RESEARCH & MAIN CAMPUS (480) 965-5479 SPONSORED PROJECTS PO BOX 873503 FACSIMILE: ADMINISTRATION TEMPE, AZ 85287-3503 (480) 965-2455 _________[Date]________ [Insert Recipient Institution’s Name and Address] RE: Depositor’s Technology Letter Agreement Dear __________________________: Arizona State University (ASU) is in possession of various plasmids (the “Plasmids”) that incorporate the Flexi® Technology and bacterial transformants (the “Bacteria”) comprising E. coli BR610 (the “Host Cell”) transformed with at least one of the Plasmids. The Plasmids, Bacteria and Host Cell (collectively the “Technology”) are proprietary to Promega Corporation (Promega). In addition to being subject to the terms and conditions of the accompanying “Standard Plasmid Transfer Agreement for Plasmids” from ASU, [Recipient Institution]’s use of the Plasmids, Bacteria, Host Cell, and their progeny, modifications and derivatives (collectively the “Technology”) is subject to the terms and conditions of this Technology Letter Agreement. This Technology Letter Agreement shall control in the event of any conflict between the two documents. The Technology is to be used in [Recipient Institution]’s own, internal research by Researchers at [Recipient Institution]. The Technology is subject to one or more of the following Promega patent applications: US 10/678,961, US 10/702,228, US 10/987,411, US 11/505,650, EP 04821603.0 and related patent applications and issued patents. Researchers shall not distribute the Technology to others without Promega’s prior written consent. No other use or transfer of the Technology is authorized without the express, written consent of Promega including, without limitation, Commercial Use. Commercial Use means any and all uses of the Technology by a party for monetary or other consideration and may include but is not limited to: (1) use in product manufacture; (2) use in providing a service, information or data to another party; and/or (3) resale of the Technology, regardless of whether said Technology is resold for use in research. With respect to such Commercial Use, or any diagnostic, therapeutic or prophylactic uses, please contact Promega for supply and licensing information. [Recipient Institution] assumes all liability for claims for damages against it by third parties which may arise from its or its scientists use, storage, or disposal of the Technology, except to the extent damage is caused by the gross negligence or willful misconduct of Promega. Unless prohibited by law from doing so, [Recipient Institution] agrees to hold Promega harmless from and to indemnify Promega for all liabilities, demands, damages, expenses and losses arising out of [Recipient Institution]’s or its scientists’ use of the Technology. Please indicate your acceptance of the terms and conditions of this Technology Letter Agreement by having your institution’s authorized representative sign this letter below and returning it to my attention. ASU shall provide Promega with a copy of this Technology Letter Agreement within thirty (30) days immediately following its date of full execution. Sincerely, Catherine Cormier Agreed and accepted this __ day of ______________, 200_ by Institution: [RECIPIENT INSTITUTION] Signed: (authorized signature) Print Name: Title:
