UCSF OFFICE OF TECHNOLOGY MANAGEMENT

MATERIAL TRANSFER AGREEMENT

Re: UCSF Docket SFxx-xxx, [“Invention Title”]

The Regents of the University of California, acting on behalf of the University of California, San Francisco ("UCSF"), agrees to provide _____________having a business address at ("RECIPIENT") with certain research material requested by RECIPIENT for use by its scientist, ___________ ("Scientist"), subject to the terms and conditions set forth in this Material Transfer Agreement (the "Agreement").

1. The Agreement applies to the transfer of ________________ and to any progeny, unmodified derivatives, or portions thereof (collectively, the "Material") for use only in scientific research/evaluation relating to ____________________________ (the "Research"). The Material is being made available by ____________________ ("Investigator") and resulted from research conducted by Investigator as an employee of UCSF.

2. Legal title to the Material shall be unaffected by this Agreement or the transfer made hereunder, and nothing in the Agreement grants RECIPIENT any rights under any patents nor any rights to use the Material or any product(s) or process(es) derived from or with the Material for profit-making or commercial purposes. Nothing in this Agreement shall alter any rights the U.S. Government may have with respect to the Material. Except as otherwise provided in paragraph 10 of this Agreement, RECIPIENT and Scientist shall maintain the confidentiality of UCSF’s proprietary information relating to the Material. RECIPIENT will hold the Material in trust solely for the purposes set forth in this Agreement.

3. UCSF has/has not filed a patent application covering inventions relating to the Material. IF PATENTED: The Material is the subject of U.S. Patent Number XXXXXXX assigned to The Regents of the University of California. (Can also reference an existence of an exclusive licensee if applicable.)

4. The transfer of the Material constitutes a non-exclusive license to use the Material solely for the internal scientific research of RECIPIENT. This Agreement does not restrict UCSF's rights to distribute the Material to other commercial or non-commercial entities. RECIPIENT agrees to negotiate in good faith a license with UCSF prior to making any profit-making or commercial use of the Material or any product(s) or process(es) derived from or incorporating the Material, including the screening of drug candidates. UCSF shall have no obligation to grant such a license to RECIPIENT and may grant exclusive or nonexclusive licenses to others who may be investigating uses of the Material.

5. The Material is provided to RECIPIENT for use in animals or in vitro. The Material will not be used in humans, including for purposes of diagnostic testing.

6. RECIPIENT shall have a period of three (3) months from the date of receipt of the Material to evaluate such Material. At the end of the three (3) month period, RECIPIENT will either enter into good faith negotiations with UCSF for a license, should such a license still be available at that time, or destroy the Material within thirty (30) days of the end of such period and will provide written notification to this effect.

7. Notwithstanding the provisions of paragraph 6, any party may terminate this Agreement at any time in which case RECIPIENT will discontinue within thirty days its use of the Material until such time as a new agreement between and among the parties is established. If no new agreement is established within sixty days, RECIPIENT agrees, upon direction of UCSF, to return or destroy the Material. The provisions of paragraphs 2 and 4, above, (except for the non-exclusive license) shall survive any termination of this Agreement. For the avoidance of doubt, surviving any termination or expiration of this Agreement (unless provided otherwise by UCSF and RECIPIENT), is the agreement by RECIPIENT that RECIPIENT shall not use the Material or any product(s) or process(es) derived from or with the Material if for profit-making or commercial purposes.

8. Neither Scientist nor RECIPIENT nor any other person authorized to use the Material under the Agreement shall make available the Material or any portion of the Material to any person or entity other than laboratory personnel under the Scientist’s immediate and direct control. No person authorized to use the Material shall be allowed to take or send the Material to any location other than the Scientist's laboratory without UCSF's prior written consent.

9. The Material is experimental in nature and shall be used with prudence and appropriate caution, since not all of its characteristics are known. THE MATERIAL IS PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. UCSF MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.

10. If the Scientist and RECIPIENT wish to publish results of the Research, Scientist or RECIPIENT will furnish UCSF with a copy of the manuscript or abstract disclosing such results prior to submission thereof to any publisher not less than thirty (30) days prior to publication to allow UCSF opportunity to protect proprietary or intellectual property relating to the Material that might be contained in such disclosure.

11. Scientist and RECIPIENT shall acknowledge UCSF as the source of the Material in any publication of Research results.

12. The RECIPIENT shall, at the request of the UCSF, return or destroy all unused Material.

13. In no event shall UCSF be liable for any use by Scientist or RECIPIENT of the Material or for any loss, claim, damage, or liability, of any kind or nature, that may arise from or in connection with this Agreement or the use, handling, or storage of the Material. The RECIPIENT hereby agrees to defend, indemnify and hold harmless UCSF and UCSF's trustees, regents, officers, agents, and employees from any liability, claim, loss, or damage of whatsoever kind or nature that they may suffer as a result of claims, demands, costs, or judgments against them arising out of the use or disposition of the Material by the Scientist or the RECIPIENT.

14. Scientist and RECIPIENT will use the Material in compliance with all laws, governmental regulations and guidelines, including without limitation current NIH guidelines and any regulations or guidelines pertaining to research with recombinant DNA, that may be applicable to the Material.

15. This Agreement is not assignable.

16. This Agreement shall be governed by California State law. The parties hereby submit to the exclusive jurisdiction of the courts of the State of California in all matters concerning this Agreement.

AGREED AND ACCEPTED:

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

Signature:
Name:
Title:
Date:

RECIPIENT: COMPANY NAME
[Note: must be signed by authorized officer]

By:
Name:
Title:
Date:

RECIPIENT SCIENTIST

By:
Name:
Date: