AGREEMENT LIMITING TISSUE USE AND TRANSFER

THIS AGREEMENT, made and executed in duplicate this ____ day of ______, 2008, by and between the West Virginia University Medical Corporation, doing business as University Health Associates (UHA), through its Department of Pathology and West Virginia University Tissue Bank (WVUTB) and ______Inc. of ______, ______(“Tissue Recipient”).

WITNESSETH

WHEREAS, UHA manages the practice of full time faculty physicians who are employed by the West Virginia University School of Medicine (WVUSM) including members of the Department of Pathology who maintain and operate the West Virginia University Tissue Bank (WVUTB); and,

WHEREAS, Tissue Recipient has a demonstrated need for tissues maintained by WVUTB, and,

WHEREAS, to address such need, the above-named parties desire to provide for the availability of such tissues subject to the safeguards set forth herein; and,

WHEREAS, such services will further the missions of UHA and the WVUSM and the provision of service to the community.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

REPRESENTATIONS OF UHA:

UHA is providing tissues from the WVUTB to Tissue Recipient for investigational purposes only, and subject to the policy of West Virginia University that such tissue not be used for commercial profit purposes (resold or distributed in any form).

UHA has made reasonable inquiry of Tissue Recipient as to the intended use of such tissue and has determined that it will be used exclusively for investigational purposes.

REPRESENTATIONS OF TISSUE RECIPIENT:

Tissue Recipient represents that it intends to utilize any and all tissues obtained from UHA/WVUTB exclusively for investigational purposes and that it shall not sell any portion of the tissues provided by UHA/WVUTB, or products directly extracted from these tissues, including but not limited to proteins, mRNA, DNA, etc.

Tissue Recipient further represents that it will not transfer the tissue received, or any portion thereof, to third parties without the prior express written permission of UHA/WVUTB.

TERM AND TERMINATION:

This Agreement shall become effective upon the date of its execution and shall continue in effect until the final destruction of any tissue that is the subject of the relationship between UHA/WVUTB and Tissue Recipient.

INDEPENDENT CONTRACTORS:

The parties shall at all times be and remain independent contractors with respect to the subject matter of this agreement.

COMPLIANCE:

The parties shall comply with all applicable statutes, rules, regulations, licenses and authorizations of any governmental or public body or authority in connection with their duties hereunder.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized officers as of the day and year first above written.

TISSUE RECIPIENT

By______

Its______

WEST VIRGINIA UNIVERSITY MEDICAL CORPORATION dba UNIVERSITY HEALTH ASSOCIATES

By______

Its______