LOUISIANA STATE UNIVERSITY HEALTH SCIENCES CENTER – SHREVEPORT

BIOLOGICAL MATERIAL Transfer AGREEMENT

THIS MATERIAL TRANSFER AGREEMENT (the “Agreement”) is entered into this ______day of ______, 2014 (the “Effective Date”), by and between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, herein represented by LSU Health Sciences Center at Shreveport, with offices located at 1501 Kings Highway, Shreveport, LA 71103, organized and existing under the laws of the State of Louisiana ("LSUHSC-S") and ______
______, a ______corporation, with offices located at ______
______, and organized and existing under the laws of ______("Recipient").

1. MATERIAL

1.01  LSUHSC-S agrees to provide the proprietary material(s) to Recipient as outlined in Attachment A. . Such material and any related biological material (including all mutants, progeny, or derivatives of the above; as well as any product expressed or produced by or through the use of any of the above; as well as any other material that results from, or whose derivation can be traced to, any of the above), if applicable, or associated know-how and data that will be received by Recipient from LSUHSC-S shall hereinafter be referred to as the “Material(s).”

2. CONDITIONS OF USE

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2.01  Recipient shall make no use whatsoever of any Material, except as expressly permitted by this Agreement. Recipient shall comply with all applicable laws, rules, and regulations concerning the use of the Materials, and shall use suitable containment conditions.

2.02  Recipient may use Materials only for academic or other noncommercial internal research purposes in the field of ______under the immediate direction and control of ______. The Materials shall not be used (a) in any product; (b) for the purpose of producing a product; or (c) in research that is subject to consulting or licensing obligations to another institution, corporation or business entity, unless written permission is obtained in advance from LSUHSC-S or (d) for providing any service in which a product or service is sold or otherwise made commercially available.

2.03  The Materials are supplied solely for scientific purposes, in vitro. THE MATERIALS SHALL NOT BE USED IN HUMANS . Under no circumstances may Recipient inject any Material into a human, or otherwise use any Material in a study involving any human subject.

2.04  Recipient shall not sell, distribute, release, or disclose the Materials to any other party and shall ensure that no one will be allowed to take or send the Materials to any other location, without prior written permission from LSUHSC-S. The Materials will not be distributed, released, or disclosed to any person other than to Recipient employees.

2.05  Recipient agrees not to reverse engineer, sequence, or clone any Material provided by LSUHSC-S without the prior written permission of LSUHSC-S.

2.06  No patent license or other license of any LSUHSC-S rights is granted to Recipient by this Agreement either expressly or by implication. It is understood that any and all proprietary rights, including but not limited to patent rights, in and to the Materials shall be and remain with LSUHSC-S. If Recipient wishes to use any Material for any purpose other than academic or other noncommercial internal research in the field defined in section 2.02, Recipient shall notify LSUHSC-S in writing that Recipient wishes to negotiate a license or sublicense for such a use. LSUHSC-S shall have no obligation to grant such a license, nor shall LSUHSC-S have any obligation to negotiate for such a license.

2.07  Recipient shall require all personnel or employees of Recipient who use or who are likely to use any Material to read this Agreement, and warrants that such personnel or employees are bound by the terms of this Agreement.

2.08  If LSUHSC-S has reasonable grounds to believe that Recipient has violated the terms of this Agreement, or at the conclusion of the term of this Agreement, then upon notice from LSUHSC-S, Recipient shall immediately transfer to LSUHSC-S (or destroy, at LSUHSC-S’s request) all Materials in Recipient’s possession, custody, or control.

2.09  Recipient may not assign, transfer, or sublicense any rights under this Agreement.

2.10  Recipient shall report to LSUHSC-S at least once every twelve (12) months a summary of the results of Recipient's work using the Materials. Further, if a publication results from work using the Materials, Recipient agrees to acknowledge LSUHSC-S and/or give credit to LSUHSC-S scientists, as scientifically appropriate, based on any direct contribution they may have made to the work, and Recipient agrees to provide LSUHSC-S with a copy of any publication that makes reference to the Materials. In no event should any such publication disclose LSUHSC-S proprietary information without prior written approval from LSUHSC-S. The summary and any publications should be mailed to:

Copies mailed to: LSU Health Sciences Center at Shreveport

Office for Sponsored Programs and Technology Transfer

ATTN: Director

1501 Kings Highway, Room 1-214

Shreveport, LA 71103

2.11  In the event that use of the Materials directly results in an invention, improvement or substance, whether or not patentable ("Developed Technology"), Recipient agrees to disclose promptly to LSUHSC-S all such inventions, improvements, or substances. Inventorship of Developed Technology shall be determined in accordance with US patent law, and ownership shall be determined by inventors’ obligation of assignment. In the event of Developed Technology owned solely by Recipient, Recipient is free to file patent applications claiming inventions made by the Recipient through the use of the Materials provided such patent applications do not claim the Materials or disclose LSUHSC-S Confidential Information. Recipient agrees to notify LSUHSC-S upon filing a patent application and hereby grants to LSUHSC-S a royalty-free, non-exclusive license to any such Developed Technology for research and educational purposes. Recipient shall not invoke 35 USC §102(c) and/or 35 USC §103, without prior written consent from LSUHSC-S.

2.12  Recipient agrees that no Materials received hereunder shall be exported or disclosed to any foreign national, firm, or country, including foreign nationals employed by or associated with Recipient, without first complying with US Export Administration Regulations (EAR) and/or US International Traffic in Arms Regulations (ITAR), including obtaining an export license or technical assistance agreement, if applicable.

3. CONFIDENTIALITY

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3.01  “Confidential Information” shall mean: (1) any written communications between the parties concerning the Materials that is clearly marked “CONFIDENTIAL INFORMATION” in bold letters in conspicuous locations, and (2) any oral communications between the parties concerning the Materials, provided that the substance of the oral communication is reduced to writing with the writing clearly marked “CONFIDENTIAL INFORMATION” in bold letters in conspicuous locations, and with the writing thus marked delivered to all personnel of the receiving party to whom the oral disclosure was made within thirty (30) days of the initial oral disclosure.

3.02  Except as otherwise provided in this Agreement, Recipient agrees to hold in confidence all Confidential Information disclosed by LSUHSC-S. Recipient shall not be obligated to maintain the confidentiality of its own confidential information, except to the extent that the disclosure of Recipient’s confidential information has the effect of incidentally disclosing LSUHSC-S’s Confidential Information as well.

3.03  These obligations of confidentiality shall apply for a period of three (3) years from the date of each disclosure and shall survive the termination or expiration of this Agreement unless or until such Confidential Information: (a) is in the public domain or thereafter becomes part of the public domain through no fault or act of the Recipient; or (b) is known by the Recipient prior to disclosure by LSUHSC-S; or (c) is subsequently disclosed to the Recipient by a third party having a legal right to do so, without restriction; or (d) is required to be disclosed by a court or government agency, provided that LSUHSC-S is given reasonable notice under the circumstances and the opportunity to contest the required disclosure.

4. INDEMNIFICATION

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4.01  Recipient shall bear all risks to itself or to anyone else for any liability or damage resulting from or related in any way to Recipient’s use of any Material. Recipient shall defend, indemnify, and hold harmless LSUHSC-S, LSUHSC-S’s agents, and LSUHSC-S’s employees from any and all loss, claim, expense, liabilities or damages, of whatsoever kind of nature (including attorneys’ fees), arising out of or related in any way to Recipient’s use, handling, or storage of any Material, or arising out of or related in any way to any breach of this Agreement.

5. NO WARRANTY

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5.01  Recipient acknowledges that the Materials are experimental in nature and have not been fully characterized. LSUHSC-S makes no warranty or representation whatsoever concerning any Material, concerning the fitness of any Material for the purpose for which intended or for any other purpose, OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED. LSUHSC-S MAKES NO WARRANTY OR REPRESENTATION THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT.

6. MISCELLANEOUS

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6.01  The term of this Agreement shall be three (3) years from the Effective Date.

6.02  Any notices or other correspondence under this Agreement shall be mailed as follows:

Recipient (Technical Matters): LSUHSC-S (Technical Matters):

______

Recipient Scientist Signature LSUHSC-S Scientist Signature

Recipient Scientist Name LSUHSC-S Scientist Name

Recipient Company LSUHSC-Shreveport

Address 1501 King Highway

City, State, zip, Country Shreveport, Louisiana 71103

Recipient (Business Matters): LSUHSC-S (Business Matters):

______Director

______Office for Sponsored Programs and Technology Transfer

______LSUHSC -Shreveport

______1501 King Highway, Room 1-214

______Shreveport, Louisiana, 71103

6.03  This Agreement is not assignable, whether by operation of law or otherwise, without the prior written consent of LSUHSC-S.

6.04  This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.

6.05  If any provision of this Agreement shall be held invalid or unenforceable, such provision will be deemed deleted from this Agreement without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions.

6.06  No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly authorized representative of such Party, and no failure or delay in enforcing any right will be deemed a waiver.

6.07  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transaction or by email delivery of a “.pdf” or equivalent format data file, such signature shall create a valid and binding obligation on the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” or its equivalent format data file were an original thereof. No Party may raise the use of facsimile or electronic signature delivery as a defense to the enforcement of this Agreement.

In witness whereof, authorized signatories for LSUHSC-S and Recipient have signed this Agreement on the respective dates indicated below.

The Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, acting on behalf of the LSU Health Sciences Center at Shreveport / Recipient
By:
______
Sandra C. Roerig, Ph.D.
Associate Dean of Research / By:
______
Date: ______/ Date: ______

Attachment A.

Materials To Be Sent By LSUHSC-S To Recipient Institution:

Recipient’s Intended Use Of The Materials Received From LSUHSC-S:

LSUHSC-S OUTGOING MTA