MTA Ancillary Agreement: Ancillary Agreement for Penn AAV Trans Plasmids
ANCILLARY AGREEMENT FOR AAV TRANS PLASMIDS
This Ancillary Agreement modifies the Uniform Biological Material Transfer Agreement (“UBMTA”). The modifications are provided below.
**I.8. UNMODIFIED DERIVATIVES** - Replace the second sentence of the definition with the following: “This includes, but is not limited to: purified or fractionated subsets of the ORIGINAL MATERIAL, proteins expressed/encoded by DNA/RNA supplied by the PROVIDER, viral based vectors (assembled particles with or without genomes) generated from unmodified DNA supplied by the PROVIDER.”
**I.9. MODIFICATIONS** – Delete the final period and add the following to the end of the sentence: “or which represent a modified form of the MATERIAL, including a molecular modification of the DNA supplied by the PROVIDER and/or a viral based vector generated from unmodified or modified DNA supplied by the PROVIDER. This includes, but is not limited to: viral based vectors generated from both DNA supplied by PROVIDER and DNA provided by the RECIPIENT (e.g., PROVIDER AAV serotype vectors expressing genes provided by the RECIPIENT) and/or viral based vectors generated from DNA supplied by the PROVIDER and modified by the RECIPIENT.”
I - Add the following definition to the end of Article I: “12. DOMAIN ANTIBODIES: Polypeptides which are capable of binding to a target, where such polypeptide comprises at least one binding domain, wherein that binding domain is a single variable domain of an antibody or functional fragment thereof.”
II.3. – Replace the semicolon with a period at the end of subsection (a) and add the following sentence: “The RECIPIENT and the RECIPIENT SCIENTIST acknowledge and agree that if such research should at any point involve use of the MATERIAL, including such incorporated in MODIFICATIONS, for work related to or involving DOMAIN ANTIBODIES, prior to commencing any such work the RECIPIENT and the RECIPIENT SCIENTIST shall contact PROVIDER to request a separate material transfer agreement for such use.”
II.5.(b) – Delete the final period at the end of the sentence and add the following: “, provided however, that prior to the transfer of any MODIFICATIONS, the NONPROFIT ORGANIZATION receiving such MODIFICATIONS has to execute a material transfer agreement with PROVIDER for the MATERIAL contained in such MODIFICATIONS.”
II.5.(c) – In the first sentence replace “provide” with “use, distribute or permit others to use”. Delete the period at the end of the last sentence and add the following: “, except to the extent that any of the foregoing would infringe any of PROVIDER’s intellectual property rights.”
II.14 – Paragraph 5(c) shall also survive termination.