**MATERIAL TRANSFER AGREEMENT**

The NCI-supported Pediatric Preclinical Testing Program (PPTP) is a
comprehensive program to systematically evaluate new agents against
childhood solid tumor and leukemia models. The PPTP is supported through
a National Cancer Institute (NCI) research contract to St. Jude
Children's Research Hospital (SJCRH) with Dr. Peter Houghton as the
Principal Investigator. Testing occurs both at SJCRH and also at
subcontract sites that have expertise in specific childhood cancers,
including: Children's Hospital of Philadelphia (John Maris), Albert
Einstein Medical Center (Richard Gorlick), Duke University (Henry
Friedman), Texas Tech University Health Sciences Center (C. Patrick
Reynolds), and Children's Cancer Institute Australia (Richard Lock). The
primary goal of the PPTP is to identify new agents that have the
potential for significant activity when clinically evaluated against
selected childhood cancers.

Collaborator: \_\_\_\_\_\_\_\_\_\_\_

# 

NCI: [National Cancer Institute, Division of Cancer Treatment and
Diagnosis]{.underline}

1\. Collaborator agrees to transfer to NCI the following Research
Material, which is proprietary and confidential to Collaborator for use
in the Pediatric Preclinical Testing Program (PPTP): an initial supply
of [\_\_\_\_\_\_\_.]{.underline} Neither the identity of Collaborator
nor the Research Material will be provided to investigators
participating in the PPTP [("PPTP Investigators")]{.mark} until NCI
determines that such disclosure is appropriate.

2\. THE RESEARCH MATERIAL MAY NOT BE USED IN HUMANS. The Research
Material will not be used (i) for commercial purposes, including for
screening, production or sale, for which a commercialization license may
be required or (ii) in any research in which a for-profit company (other
than Collaborator) has rights or an option to obtain rights, including
the right to obtain access to data or results. NCI and the institutions
of PPTP Investigators ("Institutions") that receive Research Material
from NCI under this Agreement agree to comply with all Federal rules and
regulations applicable to the Research Project and the handling of the
Research Material. All Institutions participating in the PPTP have
signed Material Transfer Agreements (MTAs) (web site:
<http://ctep.cancer.gov/industry>[)]{.underline} with the NCI for the
transmittal of Collaborator's Research Material to Institutions. Said
MTAs with Institutions include the "Intellectual Property Option to
Collaborator" offering Collaborator first rights of negotiation to
Institutions inventions, and publication provisions consistent with the
terms and obligations of this Agreement.

[]{.mark}

[3. The Research Material will be provided for use by PPTP Investigators
solely in connection with the following research project (\"Research
Project\") described with specificity as follows (use an attachment page
if necessary).]{.mark} Results of the Research Project shall be provided
exclusively and in confidence to the NCI and the PPTP Steering Committee
(NCI staff and selected childhood cancer experts who advise NCI staff
concerning the agents evaluated by the PPTP). []{.mark}

[This Research Material will be used for preclinical studies]{.mark} to
evaluate the Research Material against panels of pediatric tumors
comprised of neuroblastoma, brain tumors, osteosarcoma, soft tissue
sarcomas, Ewing family tumors, Wilms tumor, Rhabdoid tumor and models of
acute lymphoblastic leukemia, in SCID or athymic nude mice. The *in
vivo* primary screen comprises 47 tumor models and represents many of
the cancer types that occur in children. Additional studies will
determine the sensitivity *in vitro* of cell lines representing many of
these same tumor types.

4\. Neither NCI, Institution, Institutions' PPTP Investigators, nor
other Institution employees or agents who have access to Research
Material from NCI under this Agreement shall (a) make any complements,
analogs, conjugates, derivatives or modifications of the Research
Material or (b) sequence, analyze, or otherwise determine the chemical
structure or physical properties of the Research Material, to the extent
such structure or properties are not already publicly known or expressly
provided for in the Research Project description; and if Institution,
Institution's PPTP Investigator, or Institution employee or agent does
so in violation of the foregoing, then Institution hereby agrees that
all such complements, analogs, conjugates, derivatives, modifications,
and sequences are Collaborator Inventions as defined in the Intellectual
Property Option to Collaborator provision of NCI's MTA with Institution,
and shall be treated in accordance with the provisions of that section.

5\. The Research Material is proprietary and confidential to
Collaborator. Collaborator has agreed to allow NCI to make its
proprietary compound available to Institutions' PPTP Investigators
solely for use in furtherance of this Research Project. No license grant
to or assignment of interest in the Research Material, express or
implied, by estoppel or otherwise is intended or shall be construed by
Collaborator's agreement to provide Research Material for the Research
Project. NCI may distribute the Research Material only to PPTP
Investigators at Institutions who have signed MTAs with the NCI
consistent with the terms of this Agreement and solely for use in
furtherance of the Research Project. When the Research Project is
completed, NCI will oversee the lawful disposal of the Research Material
by the Institution's PPTP Investigator (with certification of such
destruction provided to Collaborator), unless directed otherwise by
Collaborator.

6\. The Research Material is provided as a service to the research
community. IT IS BEING SUPPLIED TO NCI BY THE COLLABORATOR AND
THEREAFTER BY NCI TO INSTITUTIONS WITH NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. Collaborator makes no representations that the use
of the Research Material will not infringe any patent or proprietary
rights of third parties. Collaborator agrees to hold NCI and
Institutions harmless and to indemnify NCI and Institutions for all
liabilities, demands, damages, expenses and losses arising out of
Collaborator's use for any purpose of the data resulting from the
Research Project. NCI, as an agency of the United States, assumes
responsibility for any liabilities, damages, losses and costs incurred
in connection with NCI's use, handling, storage, transfer, or disposal
of the Research Material only to the extent provided under the Federal
Tort Claims Act, 28 U.S.C. Ch. 171.

7\. NCI agrees to inform Collaborator periodically of the results of the
research using the Research Material and will inform Collaborator
promptly of any significant results that arise from such Research. NCI
agrees that, subject to the publication rights under Section 10 of this
Agreement, it shall keep the research results confidential until the
results are published by the NCI and PPTP Institutions in accordance
with Section 11 of this Agreement, and that Collaborator and its
affiliates and agents are hereby granted the right to use, without
further consideration, all data and results generated under this
Research Project for any lawful purpose, including for Collaborator's
own analyses and for use in regulatory or intellectual property filings.

8\. The undersigned Collaborator and NCI expressly certify and affirm
that the contents of any statements made herein are truthful and
accurate.

9\. This Agreement shall be construed in accordance with Federal law as
applied by the Federal courts in the District of Columbia.

10\. The following will apply to all publications or presentations at
the appropriate time for such disclosures. In all oral presentations or
written publications concerning the Research Project, PPTP Investigators
will acknowledge Collaborator's contribution of the Research Material
unless requested otherwise. To the extent permitted by law, NCI agrees
to treat in confidence, for a period of five (5) years from the date of
its disclosure, any of Collaborator's written information about the
Research Material that is/are stamped \"CONFIDENTIAL\" ("Confidential
Information"), except for information that NCI can clearly demonstrate
by competent written proof was previously known to NCI or that is or
becomes publicly available without breach of this Agreement by NCI or
which is disclosed to NCI without a confidentiality obligation by a
third party having a lawful right to do so. For the avoidance of any
doubt, the identity or identification of the Research Material, any
non-public code number or designation associated with the Research
Material and any link between the Research Material as identified in the
Research Project and the Research Material as it may otherwise be known
or identified shall all constitute Confidential Information of the
Collaborator. Any oral disclosures from Collaborator to NCI of
Confidential Information shall be summarized in writing within thirty
(30) days after the date of the oral disclosure. All Confidential
Information shall be used solely in furtherance of the Research Project
and not for any other purpose.

11\. Collaborator agrees that NCI may publish the data and results
generated under the Research Project in peer-reviewed scientific
journals or present those data and results at academic symposia or
similar professional meetings in accordance with the following
provisions. Such public disclosure may be made only after Collaborator
has had forty-five (45) days to review the proposed disclosure to
determine if it includes any Confidential Information or patentable
invention, except when a shortened time period under court order or the
Freedom of Information Act pertains. To ensure Collaborator's review of
proposed disclosure, NCI will provide a copy of the proposed disclosure
to Collaborator not less than forty-five (45) days prior to submission
of a paper for publication and not less than seven (7) days prior to
submission of an abstract for publication.

12\. This Agreement constitutes the entire agreement and understanding
of the parties and supersedes any prior agreements, promises or
understandings, written or verbal, relating to the subject matter
hereof. This Agreement may not be changed or supplemented, nor may any
provision or the benefit thereof be waived, except by a writing duly
signed by all parties.

13\. Each party represents to the other that (a) it has the full power
and authority, and has taken all necessary actions and has obtained all
necessary authorizations, licenses, consents and approvals required, to
execute and perform this Agreement, (b) is not bound by or subject to
any law that would conflict with, prohibit or interfere with the
performance of its obligations hereunder, and (c) neither party is nor
shall become party during the term of this Agreement to any agreement,
arrangement, joint venture, collaboration, competitive project, or other
dealing whatsoever with any other person or body that would or might
affect, conflict with or prejudice this Agreement or the rights of
either party under it.

14\. This Agreement shall terminate three (3) years from the date of the
final signature. The second sentence of Section 7 and the third sentence
of Section 10 shall survive the termination for the period provided
therein.

**Signatures Begin on the Next Page**

**[SIGNATURES]{.underline}**

## COLLABORATOR

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Authorized Signature for Collaborator and Title

Collaborator's Mailing Address:

(please provide info)

**NATIONAL CANCER INSTITUTE**

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Kevin Brand

Technology Transfer Specialist

Technology Transfer Center, NCI

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Sherry Ansher, Ph.D.

Coordinator, Research and Development Agreements

Please address all correspondence related to this agreement to Dr. Zhang
at the following address:

Jian Qiao Zhang, Ph.D.

Regulatory Affairs Branch

Cancer Therapy Evaluation Program

DCTD, NCI, NIH

Executive Plaza North, Suite 7111

6130 Executive Blvd

Rockville, MD 20852

301-496-7912

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).