Number range CHAPTER**PUBLIC HEALTH SERVICE**

**MATERIAL TRANSFER AGREEMENT -- cre/lox**

This Material Transfer Agreement (\"MTA\") has been adopted for use by
the National Institutes of Health (\"NIH\"), the Food and Drug
Administration (\"FDA\"), and the Centers for Disease Control and
Prevention (\"CDC\"), collectively referred to herein as the United
States Public Health Service (\"PHS\") within the Department of Health
and Human Services (\"DHHS\"), in all transfers of research material
(\"Research Material\") whether PHS is identified below as its Provider
or Recipient.

Provider: National Institute of Diabetes and Digestive and Kidney
Diseases

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

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

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

1\. Provider agrees to transfer to Recipient\'s Investigator named below
the following Research Material:

[.]{.mark}

2\. THIS RESEARCH MATERIAL MAY NOT BE USED IN HUMAN SUBJECTS. The
Research Material will only be used for research purposes by
Recipient\'s investigator in his/her laboratory, for the research
project described below, under suitable containment conditions. This
Research Material will not be used by for-profit recipients for
screening, production or sale, for which a commercialization license may
be required. Recipient agrees to comply with all Federal rules and
regulations applicable to the Research Project and the handling of the
Research Material.

2(a). Were Research Materials collected according to 45 CFR Part 46,
\"Protection of Human Subjects\"?

Yes (Please provide Assurance Number: )

No

[X]{.underline} Not Applicable (Materials not collected from humans)

3\. This Research Material will be used by Recipient\'s investigator
solely in connection with the following research project (\"Research
Project\") described with specificity as follows (use an attachment page
if necessary):

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

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

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

4\. In all oral presentations or written publications concerning the
Research Project, Recipient will acknowledge Provider\'s contribution of
this Research Material unless requested otherwise. 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 this Research Material that is stamped
\"CONFIDENTIAL\", except for information that was previously known to
Recipient or that is or becomes publicly available or which is disclosed
to Recipient without a confidentiality obligation. Any oral disclosures
from Provider to Recipient shall be identified as being CONFIDENTIAL by
written notice delivered to Recipient within thirty (30) days after the
date of the oral disclosure. Recipient may publish or otherwise publicly
disclose the results of the Research Project, but if Provider has given
CONFIDENTIAL information to Recipient such public disclosure may be made
only after Provider has had thirty (30) days to review the proposed
disclosure to determine if it includes any CONFIDENTIAL information,
except when a shortened time period under court order or the Freedom of
Information Act pertains.

5\. This Research Material represents a significant investment on the
part of Provider and is considered proprietary to Provider. Recipient\'s
investigator therefore agrees to retain control over this Research
Material and further agrees not to transfer the Research Material to
other people not under her or his direct supervision without advance
written approval of Provider. Provider reserves the right to distribute
the Research Material to others and to use it for its own purposes. When
the Research Project is completed, the Research Material will be
disposed of, if directed by Provider.

6\. This Research Material is provided as a service to the research
community. IT IS BEING SUPPLIED TO RECIPIENT WITH NO WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. Provider makes no representations that the use of
the Research Material will not infringe any patent or proprietary rights
of third parties.

7\. [When Provider is the PHS:]{.underline} Recipient shall retain title
to any patent or other intellectual property rights in inventions made
by its employees in the course of the Research Project. Recipient agrees
not to claim, infer, or imply endorsement by the Government of the
United States of America (hereinafter referred to as \"Government\") of
the Research Project, the institution or personnel conducting the
Research Project or any resulting product(s). Unless prohibited by law
from doing so, Recipient agrees to hold the Government harmless and to
indemnify the Government for all liabilities, demands, damages, expenses
and losses arising out of Recipient\'s use for any purpose of the
Research Material.

8\. [When Recipient is the PHS:]{.underline} The PHS shall retain title
to any patent or other intellectual property rights in inventions made
by its employees in the course of the Research Project. The PHS is not
authorized to promise rights in advance for inventions developed under
this Agreement. Provider acquires no intellectual property rights under
this MTA, but may apply for license rights to any patentable invention
that might result from this Research Project. It is the intention of PHS
that Provider not be liable to PHS for any claims or damages arising
from PHS\'s use of the Research Material; however, no indemnification is
provided or intended.

9\. The above Materials are provided to the Recipient with the knowledge
of "DuPont Patent Rights" (U.S. Patent, 4,959,317), corresponding to
foreign patents, any patents granted on any divisional and continuation
applications thereof, and that the restrictions set forth under the
terms below:

> a\) The Recipient may use the Research 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 library of such mouse embryonic stem cells or other
> pluripotential mouse cells containing Cre DNA and/or Lox DNA. The
> Research 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 to these patent rights, the
> Recipient should contact:
>
> Director, Corporate Technology Transfer
>
> E.I. DuPont de Nemours and Company
>
> Chestnut Run Plaza, 708/138B
>
> Wilmington, Delaware 19807-0708
>
> Telephone: 302-999-3249
>
> Fax: 302-999-3254

With copy to:

> Vice President, Product Planning and Acquisition
>
> DuPont Pharmaceuticals Company
>
> 974 Centre Road, Chestnut Run Plaza, WR722
>
> Wilmington, Delaware 19807-2802
>
> Fax: 302-992-3040

10\. The undersigned Provider and Recipient expressly certify and affirm
that the contents of any statements made herein are truthful and
accurate.

**FOR PROVIDER:**

Date:

Rochelle S. Blaustein, J.D., Director, Technology Transfer and
Development

Authorized Signature for Provider and Title

Provider\'s Mailing Address: Office of Technology Transfer and
Development

National Institute of Diabetes and Digestive and Kidney Diseases

National Institutes of Health

12 South Drive, Room 3011

Bethesda, MD 20892-5632

**FOR RECIPIENT:**

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

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

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

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

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

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

**Any false or misleading statements made, presented, or submitted to
the Government, including any relevant omissions, under this Agreement
and during the course of negotiation of this Agreement are subject to
all applicable civil and criminal statutes including Federal statutes 31
U.S.C. §§ 3801-3812 (civil liability) and 18 U.S.C. § 1001 (criminal
liability including fine(s) and/or imprisonment).**