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Instruction Sheet for Ergfpcre mouse line Material Transfer Agreement


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Instruction Sheet for ErGFPcre mouse line Material Transfer Agreement (MTA) for Academic Centers (Non-profit)
In order to make our process for sending this popular material more efficient, DKFZ has created a non-negotiable, simple Material Transfer Agreement that is ready for an institution and its scientist to sign. We have used standard terms that we find most institutions can agree to.
In order to receive the ErGFPcre material, please follow these instructions:


  1. Download the form and fill it in by entering the following information in the grey fields: (please note that the text of the document cannot be altered – you can only type in the grey fields)

a) In the opening paragraph, fill in the institute’s legal name, place of business, and the Recipient Scientist’s name and email address in the appropriate places;

b) briefly state the research project for which the material will be used;

c) on the final page, enter the names of the Recipient Scientist and the appropriate legal representative of the institution.

2. Print two hardcopies and have the Recipient Scientist and the appropriate legal representative sign and date both originals of the agreement.

3. Send both signed originals of the MTA to:

Deutsches Krebsforschungszentrum

Technologietransfer T010

Gabriela Hantke

Im Neuenheimer Feld 280

D-69120 Heidelberg

Germany

When sending us the MTAs, please note who at the institution should receive the fully signed original of the MTA once completed by DKFZ.

4. For any scientific questions related to the use of materials and for sending publications, please address the particular researcher at DKFZ.

5. We will process the MTA as soon as possible and return one original to the institution receiving the material. Once the MTA is fully signed by DKFZ, we will grant the DKFZ scientist permission to transfer the material.

If you have any questions, please call us at 49-(0)6221-422951 or send an e-mail to g.hantke@dkfz.de


Transfer of Biological Material


Deutsches Krebsforschungszentrum, Stiftung des öffentlichen Rechts (German Cancer Research Center) located at Im Neuenheimer Feld 280, D-69120 Heidelberg, Germany ("DKFZ") agrees to provide       (name of institution) located at      ("RECIPIENT"; address) with certain MATERIAL for use in the laboratory of       (“RECIPIENT SCIENTIST”; name and email address) for the purpose of conducting scientific work in the topic of       (specification of experiments) under the following conditions:


I.
Definitions:


  1. MATERIAL: ORIGINAL MATERIAL; PROGENY; and UNMODIFIED DERIVATIVES. The MATERIAL shall not include: (a) MODIFICATIONS, or (b) other substances created by the RECIPIENT through the use of the MATERIAL which are not MODIFICATIONS, PROGENY, or UNMODIFIED DERIVATIVES.




  1. PROGENY: Unmodified descendant from the MATERIAL, such as virus from virus, cell from cell, or organism from organism.




  1. UNMODIFIED DERIVATIVES: Substances created by the RECIPIENT which constitute an unmodified functional subunit or product expressed by the ORIGINAL MATERIAL.




  1. MODIFICATIONS: Substances created by the RECIPIENT which contain/incorporate the MATERIAL.

II.
The ORIGINAL MATERIAL created by Dr. Ursula Klingmüller and Dr. Achim Heinrich covered by this Agreement include:



ErGFPcre mouse line

(Reference: Heinrich AC, Pelanda R, Klingmuller U., A mouse model for visualization and conditional mutations in the erythroid lineage. Blood. 2004 Aug 1;104(3):659-66. Epub 2004 Apr 15.)


The MATERIAL listed above is considered proprietary to DKFZ.
The MATERIAL was generated at the Max-Planck-Institut für Immunbiologie, Stübeweg 51, 79011 Freiburg, Germany (“MPG”). Later on the ownership was transferred to DKFZ. DKFZ is taking the lead in distributing the MATERIAL.
III.
RECIPIENT agrees that the MATERIAL:





  • will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of DKFZ.

IV.
RECIPIENT shall not distribute or release the MATERIAL to any person other than laboratory personnel under RECIPIENT SCIENTIST’s direct supervision and shall ensure that no one will be allowed to take or send the MATERIAL to any other location. DKFZ will control future distributions of the MATERIAL. At the written request of DKFZ, RECIPIENT will cease to use MATERIAL and will return (at DKFZ’s option) all unused MATERIAL.


V.
DKFZ retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.
RECIPIENT retains ownership of: (a) MODIFICATIONS (except that DKFZ retains ownership rights to the MATERIAL included therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either (a) or (b) results from the collaborative efforts of DKFZ and RECIPIENT, joint ownership may be negotiated.
VI.
RECIPIENT shall have the right to distribute substances created by RECIPIENT through the use of the ORIGINAL MATERIAL, only if those substances are not PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS.
Under a separate agreement at least as protective of MPG and DKFZ’s rights as this Agreement, RECIPIENT may distribute MODIFICATIONS to non-profit organizations for research and teaching purposes only, provided that 1) RECIPIENT provides DKFZ with written notice of the distribution upon execution of such distribution agreement, and 2) such agreement includes a stipulation that third parties may not further distribute MODIFICATIONS.
Without written consent of DKFZ, RECIPIENT may not provide MODIFICATIONS for commercial purposes. It is recognized by RECIPIENT that such commercial purposes may require a commercial license from DKFZ and that DKFZ has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATIONS.
The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of DKFZ or MPG, including any altered forms of the MATERIAL made by DKFZ or MPG. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the DKFZ or MPG for profit-making or commercial purposes. The MATERIAL will not be used in research that is subject to consulting or licensing obligations to another corporation, company, or business entity unless written permission is obtained from DKFZ.
VII.
RECIPIENT shall periodically inform DKFZ of research results related to the MATERIAL and will provide DKFZ with a copy of any manuscripts describing the results of such research at the time the manuscript is submitted for publication. In any such publication, RECIPIENT shall mention DKFZ by name or shall note the responsible DKFZ member(s) as co-authors or in any other appropriate way.
VIII.
THE MATERIAL IS EXPERIMENTAL IN NATURE AND IS PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. DKFZ MAKES NO REPRESENTATION OR WARRANTY THAT THE MANUFACTURE, SALE, TRANSFER OR USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT OR PROPRIETARY RIGHT.
IX.
MATERIAL as used herein and any cell line or progeny containing lox DNA or cre DNA derived directly or indirectly there from is covered by the claims of U.S. patent number 4,959,317, which has been assigned by DuPont Pharmaceuticals Company to Bristol-Myers Squibb Company (BMS).
If RECIPIENT has a license from DuPont, RECIPIENT may use the MATERIAL subject to the terms of that license. Alternatively, RECIPIENT shall be subject to paragraphs a), b) and c) below.
a) RECIPIENT may use the MATERIAL solely for its internal non-commercial biomedical research purposes, provided however, that such research purposes specifically excludes

(i) use of cre DNA and/or lox DNA in higher plants or agricultural applications,

(ii) use of cre DNA and/or lox DNA in the alteration of mouse embryonic stem cells or other pluripotent mouse cells for the purpose of preparing a library of such mouse embryonic stem cells or other pluripotent mouse cells containing cre and/or lox DNA, and

(iii) use of any material containing cre DNA and/or lox DNA which is encompassed by U.S. patent number 4,959,317 for any commercial purpose or for the benefit of any for-profit institution. RECIPIENT shall not use the MATERIAL in the development, manufacture, use, lease, sale (or other transfer for consideration) or importation of any product for sale (or lease or other transfer of a product for consideration) wherein the manufacture use, sale or importation of such product would infringe U.S. patent number 4,959,317, including but not limited to wherein the product is manufactured using a composition or method which would infringe U.S. patent number 4,959,317. RECIPIENT shall not use the MATERIAL to generate scientific data or information that is conveyed to a third party for consideration, except as may be permitted under a written agreement between the non-profit institution and BMS or DuPont.


b) The MATERIAL, and any PROGENY or DERIVATIVES containing cre DNA and/or lox DNA derived directly or indirectly there from, may not be transferred by the RECIPIENT to any third parties, except as may be permitted under a written agreement between the non-profit institution and BMS or DuPont.
c) With respect to any questions regarding license rights under US patent No: 4,959,317, RECIPIENT should contact: Associate Director, Commercial Development, DuPont Intellectual Assets & Licensing, Chestnut Run Plaza 708/178, 4417 Lancaster Pike, Wilmington, DE 19880-0708, USA (fax: 302-999-4149).
X.
DKFZ has a non-exclusive license from Cellectis, the exclusive licensee, to Institut Pasteur Patent No. FR 2646438 and corresponding patent applications and patents. If MATERIAL is covered by such patents, RECIPIENT is not allowed to transfer any MATERIAL to third parties.
XI.
RECIPIENT shall notify DKFZ promptly in writing of any invention, improvement, modification, discovery, or development (each, an "Invention") of MATERIAL or associated know how and data conceived or reduced to practice in the course of the RECIPIENT’s research with MATERIAL or associated know how and data. In the patent applications, DKFZ employees shall be mentioned as co-inventors according to their contribution to the invention and DKFZ shall be mentioned as co-applicant, if appropriate under statutory provisions.
RECIPIENT hereby grants DKFZ and MPG a royalty-free, world-wide, non-exclusive license for its internal research purposes under any technology, any patent thereon and any material resulting from the use of the MATERIAL by RECIPIENT. If RECIPIENT commercially evaluates the research results, the parties shall start good faith negotiations leading to a sufficient participation of DKFZ and MPG in RECIPIENT’s benefits.
XII.
In no event shall DKFZ and/or MPG be liable for any use by RECIPIENT of the MATERIAL or any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from or in connection with this Agreement or the use, handling or storage of the MATERIAL by RECIPIENT.
XIII.
RECIPIENT agrees to comply with all applicable laws, rules and regulations relating to the care, welfare, handling, breeding, storage, transfer and disposal of the MATERIAL, including all laws relating to shipment to and from (and which will be made F.O.B. [free on board]) DKFZ, Heidelberg, Germany. RECIPIENT agrees to waive all claims against DKFZ and MPG and to assume full liability and not to hold liable DKFZ, its employees and agents and MPG, its employees and agents for any claims, damages and liability that may be asserted by third parties arising out of the use, care, handling, disposal, transfer, breeding and shipment of the MATERIAL by the RECIPIENT except where such claims, damages and liability arise out of the gross negligence or willful misconduct of DKFZ, its employees and agents..
XIV.
Should any provision of this agreement be invalid or unenforceable or should the contract contain an omission, the remaining provisions shall be valid. This wording contains the entire agreement between the parties; any changes of the agreement must be made in writing.



Date: ..........................................




Date:................................................










Heidelberg, Germany




     










For DKFZ:




For RECIPIENT:

Deutsches Krebsforschungszentrum Stiftung des öffentlichen Rechts




     

(Name of Institution)





















……………………………………….




……………………………………….

Name: Dr. Ruth Herzog

Head of Technology Transfer






Name:     

RECIPIENT SCIENTIST





















……………………………………….




……………………………………….

Name: Dr. Ursula Klingmüller

DKFZ Scientist






Name:     

Legal representative of RECIPIENT






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