Simple Letter Agreement for the Transfer of Materials

Material Transfer Agreement for the Transfer of Organisms (MTA-TO)

to Academic/ Not-for-Profit Organizations

In response to RECIPIENT’s request for the MATERIAL (specifically, the name of the gene or allele mutation that makes the

organism(s) unique) ______________________________________________________________________________

__________________________________________________________________________________________________,

found within the __________________ [organism strain, species], and any unmodified derivative and unmodified progeny,

as well as any biological materials (including, without limitation: zygotes, embryos, cells, tissues, fluids, etc.) which contain

or incorporate the MATERIAL and are derived directly from the original organism or its unmodified progeny, to be used for

the purpose of:

___________________________________________________________________________________________________

___________________________________________________________________________________________________

___________________________________________________________________________________________________

The PROVIDER requires that the RECIPIENT agree to and the RECIPIENT SCIENTIST acknowledge the following terms

before the RECIPIENT receives the MATERIAL:

1. The above MATERIAL is the property of the PROVIDER and is made available as a service to the research community.

2. THIS MATERIAL IS NOT FOR USE IN HUMAN SUBJECTS.

3. The MATERIAL will be used for teaching or not-for-profit research purposes only.

4. The MATERIAL will not be further distributed to others who are not under the RECIPIENT SCIENTIST’s direct

supervision without the PROVIDER’s written consent. The RECIPIENT shall refer any request for the MATERIAL to the

PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agree to make the

MATERIAL available, under a separate Material Transfer Agreement for the Transfer of Organisms to other scientists for

teaching or not-for-profit research purposes only.

5. The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications reporting use of it.

6. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous

properties. THE PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND,

EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL

WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless

prohibited by law, RECIPIENT assumes all liability for claims for damages against it by third parties which may arise from

the use, storage or disposal of the MATERIAL except that, to the extent permitted by law, the PROVIDER shall be liable to

the RECIPIENT when the damage is caused by the gross negligence or willful misconduct of the PROVIDER.

7. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations.

8. If the RECIPIENT anticipates that it will generate cross-bred or genetically-modified organisms incorporating the

PROVIDER’s modified allele(s), RECIPIENT may transfer such cross-bred or genetically-modified organism(s) to

non-profit institutions under the terms of a material transfer agreement that notifies the not-for-profit institution of the

existence of PROVIDER’s rights to the modified allele(s) and restricts the use of the transferred organism(s) by the

not-for-profit recipient to teaching or not-for-profit research purposes only. This Agreement does not transfer any of

PROVIDER’s patent, invention, or other intellectual property rights in the organism(s) to RECIPIENT. Additionally, to the

extent that any other party has any patent, invention or other intellectual property rights in the organism(s), these rights are not

transferred to RECIPIENT.

9. If NIH is the PROVIDER, the following addenda may be attached (check all that apply):

[ ] Cre-Lox Addendum, [ ] OncoMouse® Addendum, [ ] Animal Transfer Addendum, or [ ] Animal Transfer Agreement

(not required for transfers within NIH), [ ] Other

The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this letter and return one signed copy

to the PROVIDER. The PROVIDER will then send the MATERIAL.

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PROVIDER INFORMATION and AUTHORIZED SIGNATURE:

Provider Scientist: ___________________________________________________________________________

Provider Organization: National Institute of Mental Health

Address: 6011 Executive Boulevard, Suite 325, OTT Service Center, Rockville, MD 20852-3804

Name of Authorized Official: Suzanne L. Winfield, Ph.D.

Title of Authorized Official: NIMH Technology Development Coordinator _

_______________________________________ __________________

Signature of Authorized Official Date

_______________________________________ __________________

Signature of Lab/Branch Chief Date

______

RECIPIENT INFORMATION and AUTHORIZED SIGNATURE:

Recipient Scientist: ____________________________________________________________________________

Recipient Organization: _________________________________________________________________________

Address: _____________________________________________________________________________________

Name of Authorized Official: ___________________________________________________________________

Title of Authorized Official: _____________________________________________________________________

_______________________________________ __________________

Signature of Authorized Official Date

Certification of Recipient Scientist: I have read and understood the conditions outlined in this Agreement, and I understand

that I must abide by them to receive and use the MATERIAL.

_______________________________________ ________________

Recipient Scientist Date

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DUPONT ADDENDUM FOR USE IF NIH IS THE PROVIDER

®NIH has negotiated a MOU with DuPont that permits NIH to receive, use, and transfer mice containing Cre-Lox or

OncoMouse to other

entities for research purposes. The MOU requires that NIH provide the following notices when shipping such mice.

Cre-Lox Technology:

The above MATERIALS are provided to the RECIPIENT with the knowledge of “Dupont Patent Rights” (U.S. Patent 4,959,317),

corresponding foreign patents, any patents granted on any divisional and continuation applications thereof, and that the restrictions set forth

under the terms below:

a) The Recipient may use the Research Material, and any progeny or derivatives containing cre DNA and/or lox DNA derived directly or

indirectly therefrom, for its internal noncommercial research purposes only, provided however, that

such research purposes specifically excludes (i) any activity associated with higher plants or agricultural applications and (ii) the alteration

of mouse embryonic stem cells or other pluripotential mouse cells for the purpose of preparing a library of such mouse embryonic stem cells

or other pluripotential mouse cells containing cre DNA and/or lox DNA. The Research Material, and any progeny or derivatives containing

cre DNA and/or lox DNA derived directly or indirectly therefrom, will not be used for any commercial purpose or for the direct benefit of

any for-profit institution (except as may be permitted under a written agreement between the non-profit institution and DuPont).

b) The Material, and any progeny or derivatives containing cre DNA and/or lox DNA derived directly or indirectly

therefrom, may not be transferred by the Recipient to any third parties (except as may be permitted under a written agreement between the

Recipient and DuPont).

c) With respect to further license rights to these patent rights, the Recipient should contact:

J. Gregory Townsend

DuPont Intellectual Assets Business

(302) 999-4108 (tel)

(302) 999-4149 (FAX

(302) 999-3254 (FAX)

nd@

Oncomouse® Technology:

The above MATERIALS are provided to RECIPIENT with knowledge of “Dupont Patent Rights”, U.S. Patent 4,736,866, and 5,087571

and 5,925,571 (collectively known as “Harvard Patent Rights”), and the exclusive license thereof to E.I. Dupont de Nemours and Company,

under the following conditions:

a) The RECIPIENT institution may use the MATERIAL for its internal noncommercial research purposes only. The MATERIAL will not

be used for any commercial purpose or for the direct benefit of any for-profit institution (except as may be permitted under a written

agreement between the RECIPIENT and DuPont). Accordingly and without limitation, the RECIPIENT is not permitted under this Material

Transfer Agreement to use any MATERIAL to test compounds for any commercial purpose or for the direct benefit of any for-profit

institution or use the MATERIAL for the production of products for any commercial purpose or for the direct benefit of any for-profit

institution.

The MATERIAL may not be transferred by the RECIPIENT to any third parties (except as may be permitted under a written agreement

between the RECIPIENT and DuPont).

b) The RECIPIENT is notified by PHS of the existence of Harvard Patent Rights and the exclusive license thereof to DuPont, and that the

restrictions set forth under (a) above shall exist only during the term of these Patent Rights.

c) With respect to further license rights under the Harvard Patent Rights, the RECIPIENT should contact:

William Cotreau

u@

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ANIMAL TRANSFER ADDENDUM FOR USE IF NIH IS THE PROVIDER

The terms of this Addendum are directed to the use and transfer of the tangible animal(s).

For transfers of any live animals from NIH to outside laboratories, a fully signed National Institutes of Health

Animal Transfer Agreement should be completed by the parties prior to the actual shipment of the requested animal.

The Animal Transfer Agreement has been adopted for use by the National Institutes of Health (NIH) for use in

transferring animals for research purposes pursuant to Section 301 of the Public Health Service Act.

The PROVIDER agrees to transfer the animal(s) described in this Agreement to the RECIPIENT.

RECIPIENT agrees to use the animal(s) solely in connection with biomedical or behavioral research.

Relevant documents concerning the medical history, health status, and research uses of the animal(s), including prior

surgical procedures and any infectious disease (human or zoonotic) to which the animal(s) may have been exposed,

will be provided in a separate document.

For domestic recipients, RECIPIENT agrees that it will comply with the Animal Welfare Act and its implementing

regulations, as applicable. RECIPIENT agrees that it will adhere to all applicable national standards for humane

care and use of the animal(s) and assures the PROVIDER that it has appropriate animal care and use policies in place.

The “Public Health Service Policy on Humane Care and Use of Laboratory Animals” and “Guide for the Care and

Use of Laboratory Animals” are examples of acceptable standards for humane care and use of research animals.

RECIPIENT agrees that it will adhere to appropriate biosafety practices and use the animals in a safe and responsible

manner. The National Institutes of Health/Centers for Disease Control publication, “Biosafety in Microbiological

and Biomedical Laboratories” is an example of acceptable standards for biosafety practices. RECIPIENT agrees

that it will comply with applicable import/export regulations.

In accepting the animal(s), RECIPIENT accepts full ownership, custody, and control of the animal(s), except that to

the extent the Government has any patent, invention or any other intellectual property rights in the animal(s), the

Government retains these rights, as described in the attached Material Transfer Agreement for the Transfer of

Organisms.

PROVIDER is transferring the animal(s) as a service to the research community. The animal(s) is transferred to the

RECIPIENT with no warranties, express or implied, including any warranty of merchantability or fitness for a

particular purpose. Unless prohibited by law from doing so, RECIPIENT agrees to hold the United States

Government harmless and to indemnify the Government from all liabilities, demands, damages, expenses and losses

arising out of the RECIPIENT’s care, use or treatment of the animal(s).

RECIPIENT agrees not to claim, infer, or imply Governmental endorsement of the RECIPIENT, the research

project, the institution or personnel conducting the research, or any resulting product(s).

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