MATERIAL TRANSFER AGREEMENT (INCOMING)

THIS AGREEMENT made in duplicate this day of , 20.

BETWEEN:
TEST
(hereinafter referred to as the Provider),
OF THE FIRST PART,
- and THE UNIVERSITY OF MANITOBA
(hereinafter referred to as the "Recipient"),
OF THE SECOND PART.
WHEREAS this Material Transfer Agreement sets out the understanding of the parties with
respect to the provision of Original Material by the Provider to the Recipient, who wishes to use
the Original Material for the Purpose, subject to the terms and conditions of this Material Transfer
Agreement.
NOW THEREFORE in consideration of the premises and the mutual covenants, terms,
conditions and agreements contained herein, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.

Definitions. In this Agreement:

(a) Effective Date
(b) End Date
(c)
Material means Original Material, Progeny and Unmodified Derivatives, but not
New Intellectual Property;.
(d)
Modifications means substances and other materials created by Recipient that
contain or incorporate the Material;
(e)
New Intellectual Property includes (i) Modifications (but not the Material that
is contained or incorporated therein), (ii) other substances and materials created by
Recipient through the use of the Material or Modifications, but that are not
Progeny, Unmodified Derivatives or Modifications (i.e. do not contain the Original
Material, Progeny or Unmodified Derivatives), (iii) any new use of the Material,
Modifications, or the substances and materials described in (ii) herein, created by
Recipient, and (iv) any new or improved process, method, or technique conceived
or developed by Recipient through the use of the Material, Modifications, or the
substances and materials described in (ii) herein;
(f)
Original Material means the materials described in Schedule A, attached
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(g)
(h)
(i)
(j)
(k)

hereto;
Period of Use means the period commencing on the Effective Date and ending
on the End Date;
Progeny means an unmodified descendant from the Material, such as virus from
virus, cell from cell, or organism from organism;
Provider Information means the information described in section 2;
Purpose means the purpose described in Schedule A;
Unmodified Derivatives means substances and other materials created by the
Recipient which constitute an unmodified functional subunit or product expressed
by the Original Material, including subclones of unmodified cell lines, purified or
fractionated subsets of the Original Material, proteins expressed by DNA/RNA
supplied by the Provider, or monoclonal antibodies secreted by a hybridoma cell
line.

2.

Supply and License. Provider will deliver to Recipient the Original Material and any
information related to the Material which Provider considers appropriate, which may
include but not be limited to, information on its use, durability, handling, storage, disposal,
manufacturing, reproduction and shipping (the Provider Information). Subject to the
terms and conditions of this Agreement, the Provider hereby grants Recipient a nonexclusive, royalty-free license to make and use the Material and Provider Information for
the Purpose, during the Period of Use unless terminated earlier in accordance with the
terms of this Agreement or unless extended by written mutual agreement of the parties.

3.

Cost of Delivery. Upon receipt of an invoice from the Provider, Recipient will pay or
reimburse Provider the amount (if any) set out in Schedule A for costs incurred by
Provider in packaging, shipping and otherwise delivering the Original Material to
Recipient.

4.

Technical Representatives. The individual authorized by a party to provide and/or receive

the Original Material and Provider Information on its behalf is set out in Schedule A
unless another individual is subsequently designated by that party in a written notice to the
other party.

5.

Use. Recipient will use the Material and Provider Information for the Purpose only and in
compliance with all applicable federal, provincial and local laws, rules, guidelines and
regulations. Unless with the prior written approval of the Provider (whose approval may
be withheld at its sole discretion) or unless expressly permitted by the terms of a separate
written agreement entered into between the parties, Recipient agrees that the Material and
Provider Information:
(a)
(b)
(c)
(d)

Are made available for investigational use only;

Will not be used in humans or in contact with any cells or other materials to be
infused into humans, whether in clinical trials or whether for therapeutic,
preventative, diagnostic or any other purposes;
Will be used only at the Recipient organization;
Must always be handled carefully by trained persons who follow all safety
guidelines and protocols when working with the Material and under laboratory
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(e)

conditions which afford adequate biohazard containment; and

Will not be sold, leased, licensed or otherwise exploited for profit and will not be
used in research that is subject to consulting or licensing obligations to another
institution, corporation, business entity or organization.

6.

Recipients Personnel. The Recipient agrees not to transfer or disclose the Material and the
Provider Information to any third party without the prior written consent of the Provider
and will limit provision and disclosure of the Material and Provider Information to those
directors, officers, employees, agents, consultants and students of Recipient who need to
know or need to use the Material or Provider Information in order to carry out the
Purpose. The Recipient must advise any person utilizing the Material and/or Provider
Information that use of the Material and Provider Information is subject to the terms and
conditions of this Agreement.

7.

Reporting. The Recipient will inform the Provider, in confidence, of results of the
research related to the Material and Provider Information by personal written
communication or by providing the Provider with a draft manuscript describing the results
of such research. The Provider shall be free to use such data and information for internal
research and academic purposes and for non-commercial purposes that may include third
party, sponsored research activities.

Publication. The Recipient shall have the right to publish relevant experimental results
related to the Purpose provided that 30 days prior to submission for publication, the
Recipient will provide the proposed publication to the Provider for its review and
comment. The Provider shall complete its review within 30 days of receipt of the proposed
publication. The Provider may delete from the proposed publication any confidential
information belonging to the Provider. If the Provider determines that any patent action is
required to protect its intellectual property rights, upon notice to the Recipient, the
Recipient shall delay publication for an additional period not to exceed 60 days. At the end
of the (i) 30 day review period and (ii) 60 day delay period, if exercised by the Provider,
the Recipient shall be free to submit the proposed publication for publication with the
confidential information of the Provider, if any, deleted as requested by the Provider. If
publication results from research using the Materials, the Recipient agrees to acknowledge
the Provider and as scientifically appropriate.

1.

Ownership. The Recipient shall have no rights to the Material or Provider Information
other than as provided in this Agreement. Provider retains ownership of the Material and
the Provider Information, including any Material contained or incorporated in the
Modifications. Recipient will own the New Intellectual Property (but not Material
contained or incorporated in the Modifications).

2.

Notification, Patent Applications and Use of New Intellectual Property. Recipient will
promptly notify Provider in writing of any New Intellectual Property and will be free to
use and exploit the New Intellectual Property (but not to assign or otherwise transfer the
Modifications except with the written approval of Provider or as permitted under this
Agreement). Recipient may file patent applications(s) claiming New Intellectual Property,
but will give Provider at least thirty (30) days written notice prior to filing such patent
3

application(s). Recipient hereby grants Provider a non-exclusive, non-transferable,

perpetual, worldwide, royalty-free license to use the New Intellectual Property for internal
research and teaching purposes only.
3.

Termination. Either party may terminate this Agreement upon thirty (30) days written
notice to the other party. If the Recipient materially breaches the Agreement, Provider
may terminate this Agreement immediately upon written notice from Provider to
Recipient.

4.

Warranty.
THE PROVIDER PROVIDES THE MATERIAL AND PROVIDER
INFORMATION TO RECIPIENT AS IS. THE MATERIAL IS EXPERIMENTAL IN
NATURE. THE PROVIDER MAKES NO WARRANTIES, REPRESENTATIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED WITH RESPECT TO THE MATERIAL
AND/OR PROVIDER INFORMATION INCLUDING, WITHOUT LIMITATION, THE
UTILITY, EFFICACY, NON-TOXICITY, SAFETY OR APPROPRIATENESS FOR A
PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
THE PROVIDER HAS NOT CONDUCTED A PATENT SEARCH OF THE
MATERIAL. THE PROVIDER MAKES NO REPRESENTATION OR WARRANTY
THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT OR
OTHER PROPRIETARY RIGHT AND ACCEPTS NO LIABILITY IF THE MATERIAL
INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.

13.

Liability. The Recipient assumes any and all liability and in no event shall the Provider
be liable for any use by the Recipient of the Material or any loss, claim, damage or liability,
of whatsoever kind or nature, which may arise from or in connection with the Agreement
or the use, handling or storage of the Material by the Recipient. The Recipient indemnifies
and holds harmless the Provider, its directors, officers, employees, students and agents
from any loss, claim, damage or liability whatsoever that may arise from the use,
disposition, handling or storage of the Material by the Recipient or on the Recipients
behalf.

14.

Cessation and Survival. Upon expiration or earlier termination of the Period of Use,
Recipient will cease use of the Material and Provider Information, and will, at the request
of the Provider, return all unused Material. The Recipient shall inform the Provider
immediately upon ceasing to use the Material, whether at the request of the Provider or
the option of the Recipient. Notwithstanding the foregoing, the Recipient will continue to
be bound by the obligations of the Recipient under the terms of this Agreement.

15.

Assignment. This Agreement is not assignable, whether by operation of law or otherwise,

without the prior written consent of the Provider.

16.

Governing Law. This Agreement shall be interpreted and governed by the laws of the
Province of Manitoba. Any action taken relating to this Agreement shall be commenced
in the Court of Queens Bench (Winnipeg Centre) in Manitoba.

17.

Headings. All headings used in this Agreement are purely for convenience and shall not
affect the interpretation of this Agreement.
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18.

Entire Agreement. This Agreement sets forth the entire understanding between the parties
with respect to the subject matter herein and cannot be changed or amended except by
written agreement executed by the parties.

19.

Severability. In the event that any provision of the Agreement determined to be invalid or
unenforceable by a court of competent jurisdiction in any jurisdiction, the remainder of the
Agreement will remain in full force and effect without said provision in said jurisdiction
and such determination will not affect the validity or enforceability of such provision or the
Agreement in any other jurisdiction. The parties will in good faith negotiate a substitute
clause for any provision declared invalid or unenforceable, which will most nearly
approximate the intent of the parties in entering into this Agreement.

20.

Notice. Notice to the Provider, when required under this Agreement should be sent to
, Attention: . Notice to the Recipient, when required under this Agreement,
should be sent to the Office of Research Services, 540 Machray Hall, Winnipeg, MB R3T
2N2, Attention:, Director.

[The balance of this page is intentionally left blank.]

21.

Counterparts. This Agreement may be executed in any number of counterparts and by

different parties in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same
agreement. Delivery by facsimile or by electronic transmission in portable document
format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an
originally executed counterpart of this Agreement.

IN WITNESS WHEREOF, the duly authorized officer of the parties have executed this
Agreement to be effective as of the Effective Date.

THE UNIVERSITY OF MANITOBA

______________________________
Name:
Title:

______________________________
Name: Barbara Crutchley
Title: Director, Office of Research Services

______________________________
Date

_______________________________
Date

Read and Understood:

PROVIDER INSTITUTIONS
SCIENTIST

RECIPIENT INSTITUTIONS SCIENTIST

Name:________________________

Name:________________________________

Title: _________________________

Title:_________________________________

Date:___________________________

Date:_________________________________

/var/www/apps/conversion/tmp/scratch_2/290416230.doc

SCHEDULE A
1.

Description

2.

Quantity

3. Purpose
The Material and Provider Information are provided for the following purpose:

4.

Cost of Delivery
$ in Canadian dollars payable by Recipient to Provider upon receipt by Recipient of
the Material or at such other time as the parties may agree in writing.

5. Technical Representatives
The authorized technical representative:
(a) of Provider is

(b) of Recipient is: