Please consult the UBMTA for definitions of MATERIAL, RECIPIENT and RECIPIENT SCIENTIST regarding this transfer of the MATERIAL.

By agreeing to this Ancillary Agreement, the RECIPIENT and RECIPIENT SCIENTIST acknowledge the following:

1) The Regents of the University of California, through its San Diego campus (UCSD) is the owner of certain GFP and RFP materials ("FP MATERIAL"), and retains ownership rights to FP Material incorporated in any derivative materials made by the RECIPIENT. FP Material is covered by certain issued patents and pending patents owned by UCSD.

2) The RECIPIENT and RECIPIENT SCIENTIST understand that the FP MATERIAL is experimental in nature and may have hazardous properties. UCSD 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.

Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of FP MATERIAL. UCSD will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of FP MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of UCSD as determined by a court of competent jurisdiction.

The distribution of the FP MATERIAL by Addgene is not meant to carry with it, and does not grant any license, express or implied, under any patent.

In the event of any conflict between this Ancillary Agreement and the UBMTA, this Ancillary Agreement shall take precedence.