This Uniform Biological Material Transfer
Agreement ('UBMTA') is made on this _______ day of ___________________ 1996
by and between the University of Maryland Baltimore County,
a constituent institution of the University of Maryland System,
an agency of the State of Maryland having an address at 5401 Wilkens
Avenue, Baltimore, Maryland 21228-5398
and _______________________________________________,
with its principal place of business at ,_______________________________________________________________.
Definitions:
PROVIDER: Institution providing the Original Material:
University of Maryland Baltimore County.
Provider's Scientist: _______________________, Department
of __________________
RECIPIENT: Institution receiving the Original Material.
Enter name and address below:
Recipient's Scientist and address here:
Original Material: _____________________________________________
MATERIAL: Original Material plus Progeny and Unmodified
Derivatives. The MATERIAL shall not include (i) Modifications
or (ii) other substances created by the RECIPIENT through the
use of the MATERIAL which are not Progeny or Unmodified Derivatives.
PROGENY: unmodified descendant from the MATERIAL,
such as virus from virus, cell from cell, or organism from organism.
UNMODIFIED DERIVATIVES: substances created by RECIPIENT
which constitute an unmodified functional sub-unit or an expression
product of the Original Material. Some examples include: subclones
of unmodified cell lines, purified or fractionated sub-sets of
the Original Material, proteins expressed by DNA/RNA supplied
by Provider, monoclonal antibodies secreted by a hybridoma cell
line, sub-sets of the Original Material such as novel plasmids
or vectors.
MODIFICATIONS: substances created by RECIPIENT which
contains or incorporates
The MATERIAL: (Original Material, Progeny
or Unmodified Derivatives).
Terms and Conditions of this Agreement
1. The MATERIAL is the property of PROVIDER and is to be used by
RECIPIENT solely for research purposes at RECIPIENT's
institution only and only under the direction of the Recipient's
Scientist. The MATERIAL will not be used in human subjects or
in clinical trials involving human subjects -without the
written permission of PROVIDER.
2. The Recipient's Scientist agrees not to transfer
the MATERIAL to anyone who does not work under his or her direct
supervision at RECIPIENT'S institution without the prior written
consent of PROVIDER. Recipient's Scientist shall refer any request
for the MATERIAL to PROVIDER. To the extent supplies are available,
PROVIDER or Provider's Scientist agrees to make the MATERIAL available
under a UBMTA to other scientists (at least those at non-profit
or governmental institutions) who wish to replicate Recipient
Scientist's research.
3. (a) RECIPIENT shall have the right, without restriction,
to distribute substances created by RECIPIENT through the use
of the MATERIAL only if those substances are not Progeny, Unmodified
Derivatives, or Modifications,
(b) Upon notice to PROVIDER and under a UBMTA (or
an agreement at least as protective of PROVIDER'S rights), RECIPIENT
may distribute Modifications to non-profit or governmental organizations
for research purposes only.
(c) Upon written permission from PROVIDER, RECIPIENT
may distribute Modifications for commercial use. It is recognized
by RECIPIENT that such commercial use may require a commercial
license from PROVIDER and PROVIDER has no obligation to
grant such a commercial license. Nothing in this paragraph, however,
shall prevent RECIPIENT from granting commercial licenses
under RECIPIENT's patent rights claiming such Modifications.
4. (a) Ownership of tangible property as between PROVIDER and
RECIPIENT is defined in Attachment A.
(b) RECIPIENT is free to file patent applications
claiming inventions made by RECIPIENT through the use of the MATERIAL
but agrees to notify PROVIDER upon filing a patent application
claiming Modifications or uses of the MATERIAL.
5. (A) Except as expressly provided in this Agreement,
no rights are provided to RECIPIENT under any patents, patent
applications, trade secrets or other proprietary rights of PROVIDER.
In particular, no rights are provided to use the MATERIAL
or Modifications and any related patents of PROVIDER for profit-making
or commercial purposes, such as sale of the MATERIAL or Modifications,
use in manufacturing, provision of a service to a third party
in exchange for consideration (not including sponsored
research activities).
(b) If RECIPIENT desires to use the MATERIAL or Modifications
for such profit-making or commercial purposes, RECIPIENT
agrees, in advance of such use, to negotiate in good faith PROVIDER
to establish the terms of a commercial license. It is understood
by RECIPIENT that PROVIDER shall have no obligation to grant
such a license to RECIPIENT, and may grant exclusive or non-exclusive
commercial licenses to others.
6. The provision of the
MATERIAL to RECIPIENT shall not alter any preexisting right to
the MATERIAL. If PROVIDER has granted any rights to a third party
(other than the customary rights granted to the federal
government or non-profit foundations) which would affect
RECIPIENT, those rights are listed in Attachment B.
7. Any MATERIAL delivered pursuant to this Agreement
is understood to be experimental in nature and may have hazardous
properties. PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES
OF ANY KIND, EITHER EXPRESS 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.
8. Except to the extent prohibited by law, RECIPIENT
assumes all liability for damages which may arise from
its use, storage or disposal of the MATERIAL. PROVIDER will
not be liable to RECIPIENT for any loss, claim or demand made
by RECIPIENT, or make against RECIPIENT by any other party, due
to or arising from the use of the MATERIAL bv RECIPIENT, except
to the extent permitted by law when caused by the gross negligence
or willful misconduct of PROVIDER.
9. This Agreement shall not be interpreted to prevent
or delay publication of research resulting from the use of the
MATERIAL or Modifications. Recipient's Scientist agrees to provide
appropriate acknowledgment of the source of the MATERIAL in all
publications.
10. RECIPIENT agrees to use the MATERLAL in compliance
with all applicable statutes and regulations, including, for example,
those relating to research involving the use of animals or recombinant
DNA.
11. (a) This Agreement will terminate on the earliest
of the following dates: (1)when the MATERIAL becomes generally
available from third parties, for example, through reagent catalogs
or from public depositories, or (2) on completion of RECIPIENT'S
current research with the MATERIAL, or (3) on thirty (30)
days written notice by either party to the other, or (4) upon
the expiration of a two year period from the effective date of
this agreement. Paragraphs 7 and 8 shall survive termination.
(b) If termination occurs under 11(a)(1),
RECIPIENT shall be bound to the PROVIDER by the least restrictive
terms applicable to MATERIAL obtained from the then available
sources.
(c) Except as provided in 11 (d) below, on termination
of this Agreement under 11 (a) (2), (3), or (4) above, RECIPIENT
will discontinue its use of the MATERIAL and will, upon direction
of PROVIDER, return or destroy any remaining MATERIAL. RECIPIENT
will also either destroy Modifications or remain bound by the
terms of Paragraphs 4 and 5 as they apply to Modifications.
(d) In the event PROVIDER terminates this
Agreement under 11 (a) (3) other than for breach
of this Agreement or with cause such as an imminent
health risk or patent infringement, PROVIDER will defer
the effective date of termination for a period of up to
one year, upon request from RECIPIENT to permit completion
of research in progress.
AGREED:
UMBC RECIPIENT
David R. Gleason, Esq. Authorized Official:
Title: Technology Administrator Title:
Signature Signature
Date Date