The UNIVERSITY possesses jointly with the Insitiut National de La Recherche Agronomique (INRA) the following Biological Material. The Biological Material consists of genomic DNA isolated from each of 118 porcine Radiation Hybrids (INRA-University of Minnesota porcine Radiation Hybrid (IMpRH) panel (UMN docket number 99070), this panel must be used in full. The Biological Material resulted from joint research between the UNIVERSITY and INRA. The UNIVERSITY is fully entitled by the INRA to transfer the material under the conditions of this agreement. As used in this Agreement, "Biological Material" shall be deemed to include progeny, portions, and derivatives of the material described in this paragraph.
The UNIVERSITY desires to protect its proprietary rights in the Biological Materials and in any proprietary information that may be disclosed between the parties concerning the Biological Material ("Information").
RECIPIENT desires to evaluate the Biological Material for the purpose of determining its interest, if any, in the use, development and/or commercialization of the Biological Material.
UNIVERSITY shall make the Biological Material available to the RECIPIENT on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:
1. UNIVERSITY shall provide 1.5 micrograms of Biological Material to RECIPIENT. The Biological Material will be shipped by the UNIVERSITY and the cost of this shipping shall be billed to the RECIPIENT. Access to additional material is defined by Guidelines for receiving IMpRH DNA.
2. RECIPIENT will use the Biological Material only for evaluation purposes. Nothing in this Agreement grants RECIPIENT any rights under any patents nor any rights to use any products or processes derived from or with Biological Material for profit-making or commercial purposes. RECIPIENT must obtain a license from the UNIVERSITY prior to making any profit-making or commercial use of any product or process derived from Biological Material. The UNIVERSITY shall have no obligation to grant such a license to RECIPIENT, and may grant exclusive or nonexclusive licenses to others who may be investigating uses of the Biological Material.
3. This Agreement does not restrict the UNIVERSITY's right to distribute the Biological Material to other commercial or noncommercial entities.
4. It is understood that this Agreement in no way alters any rights the U.S. Government or other third parties may have with respect to the Biological Materials.
5. RECIPIENT understands that the Biological Material delivered hereby is experimental in nature, and the UNIVERSITY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE BIOLOGICAL MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OF THIRD PARTIES.
6. In no event shall the UNIVERSITY be liable for any use of such Biological Material, and RECIPIENT hereby agrees to defend, indemnify, and hold the UNIVERSITY harmless from any loss, claim, damage, or liability, of whatsoever kind or nature, which may arise from or in connection with this Agreement or the use of such Biological Material hereunder.
7. RECIPIENT will maintain the UNIVERSITY's Biological Material and Information in confidence and shall not itself use (other than for the purposes of this Agreement) or disclose the same to a third party, without the prior written consent of the UNIVERSITY. Disclosures of Information from the UNIVERSITY to the RECIPIENT hereunder may be made orally or in writing, but all oral disclosures shall be reduced to writing and forwarded to the RECIPIENT within thirty (30) days of such oral disclosure. The foregoing restrictions on disclosure and use of Information shall not apply to any portion of the Information which:
a) is at the time of disclosure in the public domain or becomes part of the public domain after disclosure, by publication or otherwise, except by breach of this Agreement by the RECIPIENT; or
b) is shown by the RECIPIENT to be in its possession at the time of disclosure; or
c) is received by the RECIPIENT from a third party; provided, however, that to the knowledge of the RECIPIENT such Information was not obtained by said third party, directly or indirectly, from the UNIVERSITY on a confidential basis.
8. RECIPIENT agrees that it will furnish the UNIVERSITY's Biological Material and Information to persons within its organization only on a "need to know" basis and that all persons to whom such Information will have been furnished will have been made aware of the strictly confidential nature of such Information.
9. The restrictions on use and disclosure of the Information shall expire three (3) years from the date of this Agreement. However, RECIPIENT is not hereby granted any license, right, or option to commercially utilize the Biological Material under any patent, copyright, trademark, or equivalent rights of the UNIVERSITY.
10. Biological Material and Information disclosed hereunder by UNIVERSITY to the other shall remain the property of the UNIVERSITY and all documents, papers, samples and other tangible goods and property which contain or reflect the Information shall be returned to the UNIVERSITY or destroyed upon request of the UNIVERSITY; provided, however, that RECIPIENT may retain one copy of any documents and papers containing or reflecting the Information for the sole purpose of determining the RECIPIENT's obligations hereunder. RECIPIENT agrees, upon direction of the UNIVERSITY, to return or destroy the Biological Material.
11. This Agreement shall constitute the entire understanding of the parties hereto with respect to the Information which may be disclosed. No modification, amendment or waiver may be accomplished to the terms of this Agreement without the written consent of both parties.
| [RECIPIENT NAME] | [UNIVERSITY NAME] |
| By: _______________________________________ | By: University of Minnesota |
| Title:_______________________________________ | Title: ________________________________ |
| Signature:___________________________________ | Signature: ________________________________ |
| Date: _______________________________________ | Date: __________________________________ |