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MTA Ancillary Agreement: Evrogen Ancillary Agreement for FP Distribution to Industry

Evrogen Ancillary Agreement for FP Distribution to Industry

In addition to the terms set forth in the Industry MTA or IMTA-C19, Company and Recipient Scientist agree to the following additional terms and conditions:

1. Any capitalized terms not specifically defined herein shall have the same meanings and force as set forth in the Industry Material Transfer Agreement (“Industry MTA”) or Industry Material Transfer Agreement for COVID-19 Related Research (“IMTA-C19”), as applicable.

2. This Material contains a proprietary nucleic acid(s) coding for a proprietary fluorescent protein(s) being, including its derivatives or modifications, the subject of pending patent applications and/or patents owned by Evrogen (hereinafter “Evrogen Fluorescent Proteins”). Evrogen retains all rights under said patents not expressly granted herein.

3. The purchase of this Material conveys to Company and Recipient Scientist the non-transferable right to use Evrogen Fluorescent Proteins only for research conducted by the Recipient Scientist. Company and Recipient Scientist are prohibited from:
a. Using Material for Commercial Purposes,
b. Offering Evrogen Fluorescent Proteins for resale; or distribute, transfer, or otherwise provide access to Evrogen Fluorescent Proteins to any third party for any purpose, including transfer of the Material as a component of a kit,
c. Using Evrogen Fluorescent Proteins to provide a service, information or data (including screening and profiling services),
d. Using Evrogen Fluorescent Proteins in manufacturing, including use of Evrogen Fluorescent Proteins in quality control or quality assurance procedures, and
e. Using Evrogen Fluorescent Proteins for diagnostic or therapeutic purposes.

4. No rights are conveyed to modify or clone the gene encoding the fluorescent protein contained in the Material.

5. The term of this Ancillary Agreement shall be for TWELVE MONTHS, non renewable, from the date of receipt of Evrogen Fluorescent Proteins. If, after twelve months, Company and Recipient Scientist wishes to continue to use Evrogen Fluorescent Proteins, Company and Recipient Scientist wishes to purchase additional Evrogen Fluorescent Proteins, or Company and Recipient Scientist wishes to use Evrogen Fluorescent Proteins outside the scope of these terms, Company and Recipient Scientist shall contact Evrogen at [email protected] for negotiation of an extended license.

6. Company and Recipient Scientist shall use Evrogen Fluorescent Proteins in strict accordance with all applicable state and federal laws, regulations and guidelines. Licensee understands that the Product is a biotechnologically-engineered product and, as such, should be used with the caution and prudence used for other such products.

7. Nothing in this Ancillary Agreement is construed as:
a. a warranty or representation that any method or anything made or used under any license granted in this Ancillary Agreement is or will be free from infringement of patents, copyrights, or other rights of third parties,
b. an obligation to bring suit against a third party for any reason, or
c. an obligation to furnish any technology or technological information.

8. Company will indemnify, hold harmless, and defend Evrogen, and its respective trustees, officers, employees, and agents against all claims for death, illness, personal injury, property damage, or improper business practices arising out of the use or other disposition of the Material.

9. Evrogen will not be liable for any indirect, special, consequential, or other damages whatsoever, whether grounded in tort (including negligence), strict liability, contract, or otherwise. Evrogen will not have any responsibility or liability whatsoever with respect to Company’s and Recipient Scientist’s research or damages thereto suffered in connection with the Material or this Ancillary Agreement.

10. In the event of any conflict between this Ancillary Agreement and the Industry MTA or IMTA-C19, this Ancillary Agreement shall take precedence.

Notwithstanding the above, Company and Recipient Scientist may deposit plasmids derived from Materials to Addgene.