Material Transfer Agreement

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This Material Transfer Agreement (“Agreement”) between Greenstone Biosciences, Inc., a Delaware corporation with offices at 3160 Porter Drive Suite 140, Palo Alto, California 94304 (“Greenstone”), and [University/Institute ], an institution having a principal place of business at [University/Institute Address] (“RECIPIENT”), is effective on date of last signature below (“Effective Date”).

Greenstone plans to provide materials described as human induced pluripotent stem cell line GSB-L and GSB-L (“ORIGINAL MATERIAL”) to Dr.       , PhD (“RECIPIENT SCIENTIST”) at RECIPIENT. The parties hereby agree as follows:

  1. As used herein, “MATERIAL” means the ORIGINAL MATERIALS, along with any progeny or unmodified derivatives thereof. The MATERIAL, along with any associated data, is the property of Greenstone and is made available as a service to the research community.  Greenstone acknowledges and agrees that RECIPIENT shall own any and all inventions, results, and analyses that results from the RECIPIENT’s usage of the MATERIAL. For clarity, Greenstone retains ownership of the MATERIAL, as well as any MATERIAL contained or incorporated in any modifications.
  2. THIS MATERIAL IS NOT FOR USE IN HUMAN SUBJECTS.
  3. The MATERIAL, along with any associated data, will be used for teaching or not-for-profit research purposes only. RECIPIENT must not use MATERIAL in any research for the development of a commercial product or process, including but not limited to drug screening or drug testing and any research on behalf of a commercial entity.
  4. The MATERIAL, including MATERIAL contained or incorporated in any modifications, and associated data will NOT be further distributed to others without Greenstone’s written consent. If RECIPIENT creates any modifications, RECIPIENT shall notify Greenstone at jadechao@greenstonebio.com
  5. RECIPIENT shall refer any request for the MATERIAL to Greenstone. To the extent supplies are available, Greenstone agrees to make the ORIGINAL MATERIAL available, under a separate Material Transfer Agreement, to other academic scientists for teaching or not-for-profit research purposes only.
  6. RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications, presentations, or other forms of dissemination. Proper acknowledgment shall be made in the Methods and/or Acknowledgment sections of manuscripts, presentations, posters, and other relevant documents. (The sentence “The human iPSC line(s) were obtained from Greenstone Biosciences, Inc.” shall be included in the Methods and/or Acknowledgement section of manuscripts and/or presentations). In addition, RECIPIENT will notify Greenstone of any such online publication (along with the applicable digital object identifier) at jadechao@greenstonebio.com RECIPIENT agrees to acknowledge Greenstone and notify Greenstone of any such online publication without implying any endorsement by RECIPIENT. Greenstone may identify RECIPIENT’s name, in plain text, on its website, as having received induced pluripotent stem cells lines from Greenstone in the publication. The following examples illustrate how to cite Greenstone:

Methods Section Example in a Publication:

  • “The human iPSC line(s) GSB-xxx, GSB-xxx were obtained from Greenstone Biosciences Inc.”

Acknowledgment Section Example in a Publication:

  • “We acknowledge Greenstone Biosciences Inc. for providing the human iPSC line(s) GSB-xxx, GSB-xxx used in this study.”

PowerPoint Presentation Example:

  • Slide footer or acknowledgment slide: “iPSC line(s) GSB-xxx, GSB-xxx provided by Greenstone Biosciences Inc.”

Images of Proper Citation Examples:

  • Methods Section Example in a Publication:
  • Acknowledgment Section Example in a Publication:

 

 

  • PowerPoint Presentation Example:
  1. Any data provided in conjunction with the MATERIAL will not contain “Protected Health Information” as defined in 45 CFR 160.103. RECIPIENT will not make any attempt to determine the identity of the person who is the source of the MATERIALS, nor to contact that person.  In the event that RECIPIENT does identify such persons, RECIPIENT will immediately notify Greenstone.
  2. Any MATERIAL and data delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. Greenstone MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WITHOUT LIMITING THE FOREGOING, 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 RECIPIENT’s use, storage or disposal of the MATERIAL.
  3. RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations.
  4. RECIPIENT attests that he/she has Institutional Review Board (IRB) and/or Stem Cell Research Oversight (SCRO) approvals from the RECIPIENT INSTITUTION
  5. Greenstone reserves the right to charge RECIPIENT a shipping and handling fee solely to reimburse Greenstone for its preparation and distribution costs. RECIPIENT shall pay such fee no later than 30 days after receipt of a written invoice therefore.  Such payment is not a purchasing fee.
  6. RECIPIENT will arrange the return to Greenstone or disposal of all unused MATERIAL whenever the research for which it has been supplied is discontinued or is terminated.
  7. To the extent applicable, RECIPIENT shall not export, directly or indirectly, any technical data acquired pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
  8. RECIPIENT shall indemnify, defend, and hold Greenstone and its directors, officers, employee, and agents harmless from any loss, claim, damage or liability of any kind (collectively, “Claims”) that may arise from or in connection with this Agreement or from RECIPIENT’s use, handling or storage of the MATERIAL.
  9. RECIPIENT agrees to accept this MATERIAL under the above conditions and with the clear understanding that a patent application covering the MATERIAL may have been filed on Greenstone’s behalf and that no other right or license to the MATERIAL, other than those provided herein, is granted or implied as a result of Greenstone’s provision of the MATERIAL.

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The parties have caused this Agreement to be executed by their duly authorized representatives, with effect as of the Effective Date.

 

GREENSTONE BIOSCIENCES, INC.

 

Signature:

 

Name: Jade Chao

 

Title: COO/General Counsel

 

Date:

 

Email: jadechao@greenstonebio.com

 

 

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

 

RECIPIENT SCIENTIST

 

Signature:

 

Name:

 

Title:

 

Date:

 

Email:

 

 

RECIPIENT INSTITUTION AUTHORIZED SIGNING OFFICIAL

 

Signature:

 

Name:

 

Title:

 

Date:

 

Email: