**MATERIAL TRANSFER AGREEMENT FOR THE TRANSFER OF ORGANISMS (MTA-TO)**

**to Academic/ Not-for-Profit Organizations**

Provider: National Institute of Diabetes and Digestive and Kidney
Diseases

Provider Scientist:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Recipient:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Recipient Scientist:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

This is in response to RECIPIENT's request for the MATERIAL
(specifically, the name of the gene or allele mutation that makes the
organism(s) unique)

**MATERIAL/Organism, Strain or Species:**
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

and any unmodified derivative and unmodified progeny, as well as any
biological materials (including, without limitation: zygotes, embryos,
cells, tissues, fluids, etc.) which contain or incorporate the MATERIAL
and are derived directly from the original organism or its unmodified
progeny, to be used for the purpose of ***(provide a brief description
of the research using additional pages if necessary)***:
[[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}]{.mark}

[]{.mark}

[[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}]{.mark}

[]{.mark}

[[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}]{.underline}

The PROVIDER requires that the RECIPIENT agree to and the RECIPIENT
SCIENTIST acknowledge the following terms before the RECIPIENT receives
the MATERIAL:

1\. The above MATERIAL is the property of the PROVIDER and is made
available as a service to the research community.

2\. **THIS MATERIAL IS NOT FOR USE IN HUMAN SUBJECTS.**

3\. The MATERIAL will be used for teaching or not-for-profit research
purposes only.

4\. The MATERIAL will not be further distributed to others who are not
under the RECIPIENT SCIENTIST's direct supervision without the
PROVIDER's written consent. The RECIPIENT shall refer any request for
the MATERIAL to the PROVIDER. To the extent supplies are available, the
PROVIDER or the PROVIDER SCIENTIST agree to make the MATERIAL available,
under a separate Material Transfer Agreement for the Transfer of
Organisms to other scientists for teaching or not-for-profit research
purposes only.

5\. The RECIPIENT agrees to acknowledge the source of the MATERIAL in
any publications reporting use of it.

6\. 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. Unless prohibited by law, RECIPIENT assumes
all liability for claims for damages against it by third parties which
may arise from RECIPIENT's use, storage or disposal of the MATERIAL
except that, to the extent permitted by law, the PROVIDER shall be
liable to the RECIPIENT when the damage is caused by the gross
negligence or willful misconduct of the PROVIDER.

7\. The RECIPIENT agrees to use the MATERIAL in compliance with all
applicable statutes and regulations.

8\. If the RECIPIENT anticipates that it will generate cross-bred or
genetically-modified organisms incorporating the PROVIDER's modified
allele(s), RECIPIENT may transfer such cross-bred or
genetically-modified organism(s) to non-profit institutions under the
terms of a material transfer agreement that notifies the not-for-profit
institution of the existence of PROVIDER's rights to the modified
allele(s) and restricts the use of the transferred organism(s) by the
not-for-profit recipient to teaching or not-for-profit research purposes
only. This Agreement does not transfer any of PROVIDER's patent,
invention, or other intellectual property rights in the organism(s) to
RECIPIENT. Additionally, to the extent that any other party has any
patent, invention or other intellectual property rights in the
organism(s), these rights are not transferred to RECIPIENT by PROVIDER.

9\. If NIH is the PROVIDER, the following checked addenda are attached
and are incorporated by reference (check all that apply): [\[ \]]{.mark}
Cre-Lox Addendum, [\[ \]]{.mark} OncoMouse^®^ Addendum, \[x\] Animal
Transfer Addendum, *or* \[ \] Animal Transfer Agreement (not required
for transfers within NIH), \[ \] Other

The PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of
this letter and return one signed copy to the PROVIDER. The PROVIDER
will then send the MATERIAL.

PROVIDER INFORMATION and AUTHORIZED SIGNATURE:

Provider Scientist:
[[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}]{.mark}

Provider Organization: National Institute of Diabetes and Digestive and
Kidney Diseases

Address: 9000 Rockville Pike, Building 12A, Room 3011

Bethesda, MD 20892-5632

Name of Authorized Official: Rochelle S. Blaustein, J.D.

Title of Authorized Official: Director NIDDK, Office of Technology
Transfer and Development

[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.underline}

Signature of Authorized Official Date

RECIPIENT INFORMATION and AUTHORIZED SIGNATURE:

Recipient Scientist:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Recipient Organization:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Date:

Authorized Signature for Recipient's Institution

Name of Authorized Signatory:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Title of Authorized Signatory:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Certification of Recipient Scientist: I have read and understood the
conditions outlined in this Agreement and I agree to abide by them in
the receipt and use of the MATERIAL.

Date:

Recipient Scientist Signature

Name of Recipient Scientist:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Title of Recipient Scientist:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Recipient's address for documents:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

E-mail for documents:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

Recipient Scientist's address for materials:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

E-mail for Recipient Scientist:
[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_]{.mark}

# 

# DUPONT ADDENDUM FOR USE IF NIH IS THE PROVIDER

NIH has entered into certain Memoranda of Understanding (MOUs) with
DuPont, in which DuPont agrees that NIH may receive, use, and transfer
mice containing Cre-Lox or OncoMouse^®^ technologies to other entities
for research purposes. The MOUs state that NIH provide the following
respective notices when shipping such mice.

**[Cre-Lox Technology]{.underline}:**

The above MATERIALS are provided to the RECIPIENT with the knowledge of
"Dupont Patent Rights" (U.S. Patent 4,959,317 and any patents granted on
any divisional and continuation applications thereof) that have been
assigned to DuPont, under the following conditions:

a\) The RECIPIENT may use the MATERIAL, and any progeny or derivatives
containing cre DNA and/or lox DNA derived directly or indirectly
therefrom, for its internal noncommercial research purposes only,
provided however, that

such research purposes specifically excludes (i) any activity associated
with higher plants or agricultural applications and (ii) 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 DNA and/or lox DNA. The
MATERIAL, and any progeny or derivatives containing cre DNA and/or lox
DNA derived directly or indirectly therefrom, will not be used for any
commercial purpose or for the direct benefit of any for‑profit
institution (except as may be permitted under a written agreement
between the non‑profit institution and DuPont).

b\) 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 and DuPont).

c\) With respect to further license rights under U.S. patent number
4,959,317, the RECIPIENT should contact:

  ---------------------------- ---- --------------------------------------
  Debra Desmond\               OR   Drew E. Van Dyk\
  Bristol Myers Squibb              Associate Director, Commercial
  Company\                          Development\
  Route 206 & Province Line         E.I. du Pont de Nemours and Company\
  Road\                             Rt. 141 and Henry Clay\
  EST&L, Mail Stop B24-05\          Wilmington, DE 19880-0268\
  Princeton, NJ 08543-4000\         Voice: (302) 695-3538\
  Tel: 302-467-9431\                Fax: (302) 355-2831\
  Fax: 609-252-7337\                Cell: (302) 354-4943\
  Email:                            <drew.e.van-dyk@usa.dupont.com>
  <debra.desmond@bms.com>           

  ---------------------------- ---- --------------------------------------

# [Oncomouse® Technology]{.underline}: 

The above MATERIALS are provided to RECIPIENT with knowledge of "Dupont
Patent Rights" (U.S. Patent 4,736,866, and 5,087,571, and 5,925,803 and
corresponding foreign patents, and any patents granted on any divisional
and continuation applications thereof (collectively known as "Harvard
Patent Rights")), and that have been exclusively licensed to Dupont by
Harvard University, under the following conditions:

a\) The RECIPIENT institution may use the MATERIAL for its internal
noncommercial research purposes only. The Material will not be used for
any commercial purpose or for the direct benefit of any for-profit
institution (except as may be permitted under a written agreement
between the RECIPIENT and DuPont). Accordingly and without limitation,
the RECIPIENT is not permitted under this Material Transfer Agreement to
use any Material to test compounds for any commercial purpose or for the
direct benefit of any for-profit institution or use the Material for the
production of products for any commercial purpose or for the direct
benefit of any for-profit institution.

\(b\) The Material may not be transferred by the RECIPIENT to any third
parties (except as may be permitted under a written agreement between
the RECIPIENT and DuPont).

c\) The RECIPIENT is notified by PHS of the existence of Harvard Patent
Rights and the exclusive license thereof to DuPont, and that the
restrictions set forth under (a) and (b) above shall exist only during
the term of the Harvard Patent Rights.

d\) With respect to further license rights under the Harvard Patent
Rights, the RECIPIENT should contact:

Greg Townsend\
DuPont Intellectual Assets and Licensing\
Chestnut Run Plaza 708/179\
Wilmington, DE 19880-0708 USA\
Tel: 877-881-9787\
Fax: 302-999-4149\
Email: <j-gregory.townsend@usa.dupont.com>

**ANIMAL TRANSFER ADDENDUM FOR USE IF NIH IS THE PROVIDER**

The terms of this Addendum are directed to the use and transfer of the
tangible animal(s).

For transfers of any live animals from NIH to outside laboratories, a
fully signed National Institutes of Health Animal Transfer Agreement
should be completed by the parties prior to the actual shipment of the
requested animal. The Animal Transfer Agreement has been adopted for use
by the National Institutes of Health (NIH) for use in transferring
animals for research purposes pursuant to Section 301 of the Public
Health Service Act.

The PROVIDER agrees to transfer the animal(s) described in this
Agreement to the RECIPIENT.

RECIPIENT agrees to use the animal(s) solely in connection with
biomedical or behavioral research.

Relevant documents concerning the medical history, health status, and
research uses of the animal(s), including prior surgical procedures and
any infectious disease (human or zoonotic) to which the animal(s) may
have been exposed, will be provided in a separate document.

For domestic recipients, RECIPIENT agrees that it will comply with the
Animal Welfare Act and its implementing regulations, as applicable.
RECIPIENT agrees that it will adhere to all applicable national
standards for humane care and use of the animal(s) and assures the
PROVIDER that it has appropriate animal care and use policies in place.
The "Public Health Service Policy on Humane Care and Use of Laboratory
Animals" and "Guide for the Care and Use of Laboratory Animals" are
examples of acceptable standards for humane care and use of research
animals.

RECIPIENT agrees that it will adhere to appropriate biosafety practices
and use the animals in a safe and responsible manner. The National
Institutes of Health/Centers for Disease Control publication, "Biosafety
in Microbiological and Biomedical Laboratories" is an example of
acceptable standards for biosafety practices. RECIPIENT agrees that it
will comply with applicable import/export regulations.

In accepting the animal(s), RECIPIENT accepts full ownership, custody,
and control of the animal(s), except that to the extent the Government
has any patent, invention or any other intellectual property rights in
the animal(s), the Government retains these rights, as described in the
attached Material Transfer Agreement for the Transfer of Organisms.

PROVIDER is transferring the animal(s) as a service to the research
community. The animal(s) is transferred to the RECIPIENT with no
warranties, express or implied, including any warranty of
merchantability or fitness for a particular purpose. Unless prohibited
by law from doing so, RECIPIENT agrees to hold the United States
Government harmless and to indemnify the Government from all
liabilities, demands, damages, expenses and losses arising out of the
RECIPIENT's care, use or treatment of the animal(s).

RECIPIENT agrees not to claim, infer, or imply Governmental endorsement
of the RECIPIENT, the research project, the institution or personnel
conducting the research, or any resulting product(s).