Request for University of Wisconsin-Madison - Bhattacharyya Fragile X Cells

Transcription

1 Request for University of Wisconsin-Madison - Bhattacharyya Fragile X Cells Ordering, Agreement Processing, Transfer Fee Payment, Shipping Information Institution Contact Information Institution Researcher (Principal Investigator) Address: Phone Number: Institution Signer Contact Information Address Phone Number: Mailing Address: Address: Phone Number: SHIPPING INFORMATION: Shipping charges are invoiced with material ordered. The following is a check-list for submitting requests for University of Wisconsin-Madison Bhattacharyya Fragile X Cells to WiCell Research Institute ( WiCell ). Create an account on the WiCell web site ( if you do not already have one, and submit an online request for the cell line(s) you are requesting now. If you have an account, please log in and place the order. When your order is complete you will receive an with the order number(s) please reference the order numbers on the SLA agreement instructions below. The on-line order will be updated when WiCell receives your agreements for processing. A status will be sent to you; additional status s are sent throughout the processing and shipping phases. AGREEMENT REQUIREMENTS: (We are unable to accept digital or electronic signatures; all signatures must be original handwritten.) Implementing Letter - Material Transfer Agreement (MTA) Fill in your Order Reference Number(s) received from the WiCell online order. Fill in the name of your institution. Fill in the name of the Institution Researcher (the PI - principal investigator). Institution Researcher (principal investigator) sign where indicated. Authorized institution official sign for the institution; this person would be from the institution s technology transfer office or legal department. The PI should not sign as the PI and as the Institution signer.

2 Payment of Transfer Fee and Shipping will be invoiced. We are unable to accept purchase orders. An invoice will be ed to the contact person who placed the order or the billing contact indicated on the order. The following methods of payment are accepted: Credit Cards - Master Card, VISA, American Express o An invoice will be ed providing a secure link to remit the credit card information to the contact indicated on the billing section of the online order. Check please remit to the mailing address listed on the invoice (also referenced below). Wire Transfer An invoice and wire transfer instructions will be ed by the WiCell Contract Manager to the person who submitted the online order or lab contact. Remitting Signed Agreement For Processing: A high resolution PDF scan of the originally signed agreement(s) can be remitted to info@wicell.org for processing and execution. If mailing remit one original signed agreement (with handwritten signatures) to the address below: US Mail: WiCell Research Institute Contract Manager PO Box 7365 Madison, WI International or Express Mail: WiCell Research Institute Contract Manager 614 Walnut St. Madison, WI USA If your request is approved by WiCell, a PDF copy of the fully-executed agreement will be ed to the PI and to an institution contact. Please direct any questions regarding this agreement to the WiCell Contract Manager at info@wicell.org. Thank you.

3 Order Reference No.: WiCell Agreement No.: Material Transfer Request Implementing Letter Upon execution of this Implementing Letter agreement by RECIPIENT (identified below), the Implementing Letter agreement shall become effective between the WiCell Research Institute, Inc. ( WiCell ), having its principal place of business at 614 Walnut Street, Madison, Wisconsin 53726, and RECIPIENT as of the date of execution below by RECIPIENT. University of Wisconsin-Madison ( PROVIDER ) has deposited certain ORIGINAL MATERIAL (identified below) with WiCell. WiCell is a non-profit organization that has established a central distribution bank to provide cell lines to academic and non-profit research institutions. The ORIGINAL MATERIAL has been made available by PROVIDER for distribution to RECIPIENT through WiCell, for academic and non-commercial research purposes. The purpose of this Implementing Letter is to provide a record of the biological material transfer and to memorialize the agreement between PROVIDER and RECIPIENT and the agreement between Anita Bhattacharyya ( PROVIDER SCIENTIST ) and the RECIPIENT SCIENTIST (identified below) to abide by all terms and conditions of the Material Transfer Agreement (identified below), for the purposes of this transfer from WiCell to RECIPIENT. Please fill in all of the blank lines below: 1. RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: Address: 2. RECIPIENT SCIENTIST Title: Address: 3. ORIGINAL MATERIAL (Enter description): WC009i-FX08-01 WC007i-FX13-2 WC006i-FX11-9U WC005i-FX WiCell University-of-Wisconsin-Bhattacharyya-Fragile-X-Implementing-Letter-Provider-MTA

4 4. Termination date for this Implementing Letter agreement: See MTA Attached 5. Transmittal Fee: The ORIGINAL MATERIAL will be distributed to RECIPIENT by WiCell. RECIPIENT shall remit to WiCell a reasonable transmittal fee, as communicated by WiCell to RECIPIENT for each such distribution, to reimburse WiCell for its costs associated with preparation, handling, and distribution. Per the terms of the MTA, RECIPIENT shall refer all third party requests for the ORIGINAL MATERIAL to WiCell. 6. The PROVIDER and/or PROVIDER SCIENTIST own certain intellectual property rights in the ORIGINAL MATERIAL and have agreed to distribute the ORIGINAL MATERIAL through WiCell under the Material Transfer Agreement. Ownership of all ORIGINAL MATERIALS shall remain with PROVIDER, regardless of whether such ORIGINAL MATERIALS were received from WiCell. RECIPIENT and RECIPIENT SCIENTIST shall use the ORIGINAL MATERIALS solely for academic and non-commercial research purposes. 7. Material Transfer Agreement: The following agreement, attached to this Implementing Letter, is between RECIPIENT and PROVIDER. RECIPIENT and RECIPIENT SCIENTIST agree to give a copy of this Implementing Letter and the agreement listed below to each RECIPIENT researcher who will work with the ORIGINAL MATERIALS in order for them to comply with the terms hereof. Upon execution of this Implementing Letter and the agreement listed below, WiCell shall transfer the ORIGINAL MATERIALS to RECIPIENT and RECIPIENT SCIENTIST. 8. Additional Terms: Material Transfer Agreement No Warranties: OTHER THAN AS EXPRESSLY STATED HEREIN (OR WITH RESPECT TO PROVIDER IN THE ATTACHED AGREEMENT(S)), NEITHER PROVIDER NOR WICELL MAKES ANY REPRESENTATIONS NOR EXTENDS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE ORIGINAL MATERIAL OR OTHERWISE. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT RECIPIENT s RECEIPT OR USE OF THE ORIGINAL MATERIAL, OR ANY DERIVATIVES OR MODIFICATIONS OF THE ORIGINAL MATERIAL, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Recipient acknowledges that the ORIGINAL MATERIAL is experimental in nature and agrees to rely solely on its own evaluation of the ORIGINAL MATERIAL in regard to its safety and suitability for any purpose. Limitation of Liability: With respect to the economic importance of the use of the ORIGINAL MATERIAL, and the potential consequences of faulty result, it is the RECIPIENT s and RECIPIENT SCIENTIST s responsibility to analyze the ORIGINAL MATERIAL for any contamination or abnormalities, check the plausibility and validity of the results of use of the ORIGINAL MATERIAL, and to conduct any appropriate testing or retesting. Except to the extent prohibited by law, RECIPIENT and RECIPIENT SCIENTIST assume all liability for, and RECIPIENT and RECIPIENT SCIENTIST agree to not hold PROVIDER or WiCell responsible for, (1) damages which may arise from the use, storage, handling or disposal of the ORIGINAL MATERIAL by RECIPIENT or RECIPIENT SCIENTIST; (2) RECIPIENT s or RECIPIENT SCIENTIST s breach of any material term of these Additional Terms; and (3) RECIPIENT s or RECIPIENT SCIENTIST s breach of the applicable Material Transfer Agreement, except to the extent such loss damage, cost or expense arises from gross negligence or 2 WiCell University-of-Wisconsin-Bhattacharyya-Fragile-X-Implementing-Letter-Provider-MTA

5 willful misconduct of PROVIDER. PROVIDER s total, aggregate liability to RECIPIENT and RECIPIENT SCIENTIST shall be limited to actual damages not to exceed the total amount of fees paid to PROVIDER by RECIPIENT or RECIPIENT SCIENTIST. RECIPIENT agrees the limitations of liability and remedies under this Implementing Letter, and RECIPIENT S corresponding acceptance of risk, are fair and reasonable, given, among other things, the relatively small transmittal fee charged by PROVIDER for the ORIGINAL MATERIALS in comparison to the potential risks associated with the use thereof. Waiver and Release of WiCell: RECIPIENT and RECIPIENT SCIENTIST hereby fully, forever, and unconditionally release WiCell and its directors, members, officers, trustees, managers, shareholders, representatives, agents, employees, successors, heirs and assigns (each, in their individual and corporate capacities) (hereinafter, the WiCell Released Parties ) from, and hereby waive, any and all Claims based upon, arising from, related to or in connection with the ORIGINAL MATERIAL, any derivatives or modifications of the ORIGINAL MATERIAL, and WiCell s transfer of the ORIGINAL MATERIAL to RECIPIENT and RECIPIENT SCIENTIST. RECIPIENT and RECIPIENT SCIENTIST hereby irrevocably covenant to refrain from, directly or indirectly, commencing, instituting or causing to be commenced, any proceeding of any kind against any WiCell Released Party, based upon any Claim released hereby. As used herein, Claim shall mean any and all claims, charges, complaints, demands, actions, causes of action, suits, proceedings, rights, debts, sums of money, costs, accounts, damages (including compensatory, punitive or liquidated damages), executions, obligations, liabilities, and expenses (including attorneys fees and costs), of every kind and nature, whether known or unknown, whether disclosed or undisclosed, at law or in equity. The parties understand and agree that the Claims released in this paragraph include not only claims presently known, but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the released Claims as described in this paragraph. The parties understand that they may hereafter discover facts different from what they now believe to be true, which if known, could have materially affected this Agreement, but RECIPIENT and RECIPIENT SCIENTIST nevertheless waive any claims or rights based on different or additional facts. RECIPIENT and RECIPIENT SCIENTIST knowingly and voluntarily waive any and all rights or benefits that they may now have, or in the future may have, under the terms of Section 1542 of the Civil Code of the State of California (and any similar or substantially similar provisions under the law of the State of Wisconsin or other states), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. To the extent any Claim RECIPIENT and/or RECIPIENT SCIENTIST may have against a WiCell Released Party cannot be released or waived via this Agreement, the WiCell Released Party s total, aggregate liability to RECIPIENT and RECIPIENT SCIENTIST shall be limited to actual damages not to exceed the total amount of fees paid to PROVIDER by RECIPIENT or RECIPIENT SCIENTIST for the ORIGINAL MATERIAL. RECIPIENT and RECIPIENT SCIENTIST agree the limitations of liability and remedies under this Implementing Letter, and RECIPIENT s and RECIPIENT SCIENTIST s corresponding acceptance of risk, are fair and reasonable, given, among other things, WiCell s third party, non-profit status as a mere distribution bank, and the relatively small transmittal fee paid by RECIPIENT for the ORIGINAL MATERIALS in comparison to the potential risks associated with the use thereof. 3 WiCell University-of-Wisconsin-Bhattacharyya-Fragile-X-Implementing-Letter-Provider-MTA

6 The parties agree that WiCell is a third party beneficiary of this Implementing Letter agreement. By executing this Implementing Letter, RECIPIENT and RECIPIENT SCIENTIST agree to the terms as provided herein. RECIPIENT CERTIFICATION: You, the person signing this form, certify that (1) you have the authority to execute this Implementing Letter on behalf of RECIPIENT, (2) RECIPIENT is a non-profit research organization (qualified under a government or state non-profit statute), or a university or other institution of higher education, or a government agency conducting research, and (3) RECIPIENT and RECIPIENT SCIENTIST agree to the transfer of the ORIGINAL MATERIAL as described in this letter. Signed PDF copies of this Implementing Letter will be enforceable as an original. RECIPIENT Authorized Official (Print Name): Title: Signature: Date: Acknowledged by RECIPIENT SCIENTIST Signature: Date: 4 WiCell University-of-Wisconsin-Bhattacharyya-Fragile-X-Implementing-Letter-Provider-MTA

7 Standard Material Transfer Agreement For the Transfer of Biological Materials Between Non-profit Organizations The Provider and Recipient identified below hereby agree to be bound by the terms set forth in the attached Exhibit A, and Exhibit B if applicable, to govern the transfer of the Original Material described herein. Each party represents that it has made no changes to the attached Exhibit A or Exhibit B as published by the Association of University Technology Managers and available on their website, except as modified by the checked boxes in Exhibit B. If checked, this Agreement is also subject to additional terms and conditions set forth on the attached Exhibit B. In the event of a conflict between any specific terms or conditions in Exhibit A and Exhibit B, Exhibit B shall govern. Provider (the organization providing the Original Material) Recipient (the organization receiving the Original Material) Address: Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin-Madison 250 Bascom Hall, 500 Lincoln Drive Madison, WI Address: Provider Scientist Recipient Scientist Anita Bhattacharyya Title: Senior Scientist Title: Original Material (description of the material being transferred) One or more of the following as identified in Implementing Letter: WC009i-FX08-01; WC006i- FX11-9U; WC007i-FX13-2; WC005i-FX11-7 Shipping Address Address: WiCell will use shipping address Recipient provided on order Provider Authorized Signatory Recipient Authorized Signatory Signature Richelle Martin Print Name Assistant Director, OIP Title Signature Print Name Title Date Date Page 1 v

8 Exhibit A Standard Terms I. DEFINITIONS: 1. Provider: Organization providing the Original Material. The name and address of this party is specified on page 1 of this Agreement. 2. Provider Scientist: The name and address of this party is specified on page 1 of this Agreement. 3. Recipient: Organization receiving the Original Material. The name and address of this party is specified on page 1 of this Agreement. 4. Recipient Scientist: The name and address of this party is specified on page 1 of this Agreement. 5. Original Material: The description of the Material being transferred is specified on page 1 of this Agreement. 6. Material: Original Material, Progeny, and Unmodified Derivatives. The Material shall not include: (a) Modifications, or (b) other substances created by the Recipient through the use of the Material which are not Modifications, Progeny, or Unmodified Derivatives. 7. Progeny: Unmodified descendant from the Material, such as virus from virus, cell from cell, or organism from organism. 8. Unmodified Derivatives: Substances created by the Recipient which constitute an unmodified functional subunit or product expressed by the Original Material. Some examples include: subclones of unmodified cell lines, purified or fractionated subsets of the Original Material, proteins expressed by DNA/RNA supplied by the Provider, or monoclonal antibodies secreted by a hybridoma cell line. 9. Modifications: Substances created by the Recipient which contain/incorporate the Material. 10. Commercial Purposes: The sale, lease, license, or other transfer of the Material or Modifications to a for-profit organization. Commercial Purposes shall also include uses of the Material or Modifications by any organization, including Recipient, to perform contract research, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the Material or Modifications to a for-profit organization. However, industrially sponsored academic research shall not be considered a use of the Material or Modifications for Commercial Purposes per se, unless any of the above conditions of this definition are met. 11. Nonprofit Organization(s): A university or other institution of higher education or a not-for-profit organization officially recognized or qualified under the laws of the country in which it is organized or located, or any nonprofit scientific or educational organization qualified under a federal, state or local jurisdiction s nonprofit organization statute. As used herein, the term also includes national, state or local government agencies. II. TERMS AND CONDITIONS OF THIS AGREEMENT: 1. The Provider retains ownership of the Material, including any Material contained or incorporated in Modifications. 2. The Recipient retains ownership of: (a) Modifications (except that, the Provider retains ownership rights to the Material included therein), and (b) those substances created through the use of the Material or Modifications, but which are not Progeny, Unmodified Derivatives or Modifications (i.e., do not contain the Original Material, Progeny, Unmodified Derivatives). If either 2 (a) or 2 (b) Page 2 v

9 results from the collaborative efforts of the Provider and the Recipient, joint ownership may be negotiated. 3. The Recipient and the Recipient Scientist agree that the Material: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the Provider; (c) is to be used only at the Recipient organization and only in the Recipient Scientist laboratory under the direction of the Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the Recipient organization without the prior written consent of the Provider. 4. The Recipient and the Recipient Scientist agree to refer to the Provider any request for the Material from anyone other than those persons working under the Recipient Scientist s direct supervision. To the extent supplies are available, the Provider or the Provider Scientist agrees to make the Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at Nonprofit Organization(s)) who wish to replicate the Recipient Scientist s research; provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Material. 5. (a) The Recipient and/or the Recipient Scientist shall have the right, without restriction, to distribute substances created by the Recipient through the use of the Original Material only if those substances are not Progeny, Unmodified Derivatives, or Modifications. (b) Under an agreement at least as protective of the Provider s rights as this Agreement, the Recipient may distribute Modifications to Nonprofit Organization(s) for research and teaching purposes only. (c) Without written consent from the Provider, the Recipient and/or the Recipient Scientist may NOT provide Modifications for Commercial Purposes. It is recognized by the Recipient that such Commercial Purposes may require a commercial license from the Provider and the Provider has no obligation to grant a commercial license to its ownership interest in the Material incorporated in the Modifications. Nothing in this paragraph, however, shall prevent the Recipient from granting commercial licenses under the Recipient s intellectual property rights claiming such Modifications, or methods of their manufacture or their use. 6. The Recipient acknowledges that the Material is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the Recipient under any patents, patent applications, trade secrets or other proprietary rights of the Provider, including any altered forms of the Material made by the Provider. In particular, no express or implied licenses or other rights are provided to use the Material, Modifications, or any related patents of the Provider for Commercial Purposes. 7. If the Recipient desires to use or license the Material or Modifications for Commercial Purposes, the Recipient agrees, in advance of such use, to negotiate in good faith with the Provider to establish the terms of a commercial license. It is understood by the Recipient that the Provider shall have no obligation to grant such a license to the Recipient, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the Material to any third party(ies), subject to any pre-existing rights held by others. 8. The Recipient is free to file patent application(s) claiming inventions made by the Recipient through the use of the Material but agrees to notify the Provider upon filing a patent application claiming Modifications or method(s) of manufacture or use(s) of the Material. Page 3 v

10 9. Any Material delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. THE PROVIDER 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. 10. Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from its use, storage or disposal of the Material. The Provider 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 the Material by the Recipient, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the Provider. 11. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the Material or the Modifications. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in all publications. 12. The Recipient agrees to use the Material in compliance with all applicable statutes and governmental regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) on completion of the Recipient s current research with the Material, or (b) on thirty (30) days written notice by either party to the other, or (c) on the date specified in Exhibit B, provided that: (i) if termination should occur under 13(a) or (c) above, the Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications; and (ii) in the event the Provider terminates this Agreement under 13(b) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the Provider will defer the effective date of termination for a period of up to one year, upon request from the Recipient, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, Recipient will discontinue its use of the Material and will, upon direction of the Provider, return or destroy any remaining Material. The Recipient, at its discretion, will also either destroy the Modifications or remain bound by the terms of this agreement as they apply to Modifications. 14. Paragraphs 6, 9, and 10 shall survive termination. Page 4 v

11 Exhibit B Optional Terms If checked, the following terms apply to this Agreement: This Agreement shall terminate on see MTA. Upon termination, the Recipient will either destroy any remaining Material or return it to the Provider, as directed by the Provider. A transmittal fee of see Implementing Letter shall be paid by Recipient to Provider, for preparation and distribution costs. The Recipient intends to use the Material for purposes including but not limited to those described below: To the extent permitted by law, Recipient agrees to treat in confidence, for a period of three (3) years from the date of its disclosure, any of Provider s written information about the Material that is stamped "Confidential" ( Confidential Information ). Any oral disclosures from Provider to Recipient shall be identified as being Confidential Information by notice delivered to Recipient within ten (10) days after the date of the oral disclosure. Confidential Information does not include information that: a. has been published or is otherwise publicly available at the time of disclosure to the Recipient; b. was in the possession of or was readily available to the Recipient without being subject to a confidentiality obligation from another source prior to the disclosure; c. has become publicly known, by publication or otherwise, not due to any unauthorized act of the Recipient; d. Recipient can demonstrate it developed independently, or acquired without reference to or reliance upon Confidential Information; or e. is required to be disclosed by law, regulation, or court order. Additional binding terms: The Material contains/incorporates Kyoto University's pmxs-hc-myc, pmxshoct3/4, pmxs-hsox2, and/or pmxs-hklf4 ("Kyoto Plasmids"), which the Provider obtained from Addgene. The Recipient or Recipient Scientist must notify Kyoto University of any distribution of Modifications that contain/incorporate Kyoto Plasmids. Details of each such transfer, including the name of the material to be transferred, name of the recipient institution, and name and contact of the recipient scientist should be sent to the following address: yamanaka-mta@addgene.org. Paragraphs 7, 8, and 11 shall also survive termination. With regard to any conflict between these additional binding terms and Exhibit A, these additional binding terms shall control and take precedence. Page 5 v