MTA for Cre-Lox Materials
Material Transfer Agreement Between Harvard University and Third Party Academic Institutions for Cre-Lox Materials
The text of this Agreement has been modified to reflect the acquisition of DuPont Pharmaceuticals Company by Bristol-Myers Squibb Company
Harvard University ('Institution') is willing to provide Material (defined below) to [scientist] ('Investigator') of [institution] ('Recipient Institution') (hereinafter collectively 'Recipient') solely for the internal academic research purposes as described below, under the following terms.
Upon execution of this agreement, Institution shall provide to Investigator samples of the Material. "Material" as used herein means [description], and any cell line or progeny containing lox DNA or cre DNA derived directly or indirectly therefrom.
The Material is covered by the claims of U.S. patent number 4,959,317, which has been assigned by DuPont Pharmaceuticals Company to Bristol-Myers Squibb Company (BMS).
If Recipient Institution has a license from DuPont (BMS), Recipient may use the Material subject to the terms of that license. Alternatively, Recipient shall be subject to paragraphs 4, 5, 6, 7 below.
Recipient may use the Material solely for its internal non-commercial biomedical research purposes, provided however, that such research purposes specifically excludes (i) use of cre DNA and/or lox DNA in higher plants or agricultural applications, (ii) use of cre DNA and/or lox DNA in the alteration of mouse embryonic stem cells or other pluripotential mouse cells for the purpose of preparing a library of such mouse embryonic stem cells or other pluripotential mouse cells containing cre and/or lox DNA, and (iii) use of any material containing cre DNA and/or lox DNA which is encompassed by U.S. patent number 4,959,317 for any commercial purpose or for the benefit of any for-profit institution. Recipient shall not use the Material in the development, manufacture, use, lease, sale (or other transfer for consideration) or importation of any product for sale (or lease or other transfer of a product for consideration) wherein the manufacture use, sale or importation of such product would infringe U.S. patent number 4,959,317, including but not limited to wherein the product is manufactured using a composition or method which would infringe U.S. patent number 4,959,317. Recipient shall not use the Material to generate scientific data or information that is conveyed to a third party for consideration, except as may be permitted under a written agreement between the Recipient Institution and BMS.
The Material, and any progeny or derivatives containing cre DNA and/or lox DNA derived directly or indirectly therefrom, may not be transferred by the Recipient to any third parties, except as may be permitted under a written agreement between the Recipient Institution and BMS.
With respect to any questions regarding license rights under U.S. patent number 4,959,317, Recipient should contact:
Director, External Science and Technology Group
Bristol-Myers Squibb Company
Experimental Station - E353/224
Wilmington, Delaware 19880With a copy of all notices to:
Vice President and Senior Counsel, Pharmaceutical Research
Institute and Business Development
P.O. Box 4000
Princeton, New Jersey 08543-4000Recipient agrees that any person utilizing the Material within Recipient Institution will be advised of and shall be subject to the conditions of this Agreement.
The parties agree to the foregoing and have caused this Agreement to be executed by their duly authorized representatives.
[Signature for Harvard]
[Signature for Recipient Institution]
[Signature of/for Recipient Investigator]