ブックタイトル2013ATCC

概要

2013ATCC

123456789ATCC MTA Material Transfer AgreementMTA原文MTAに関するFAQATCCMaterial Transfer Agreement(MTA)原文Last updated November 15, 2011IMPORTANT!PLEASE READ CAREFULLY BEFORE SUBMITTING AN ORDER. THIS IS A CONTRACT.This Material Transfer Agreement (“MTA”) is between you Purchaser and the American Type Culture Collection, a District of Columbianot-for-profit corporation, having its principal place of business at 10801 University Boulevard, Manassas, VA 20110-2209 (“ATCC”).Purchaser must have an approved, current ATCC account to place an order. This MTA is effective as of the last date of execution by theparties and governs the purchase and use of all ATCC Materials under the terms and conditions set forth below.TERMS AND CONDITIONSDEFINITIONS“ATCC Material”means any materials acquired from ATCC by Purchaser as described on an ATCC Sales Order.“ATCC Sales Order”means an order submitted for ATCC Materials in a form and format as determined by ATCC from time to time.“Biological Material(s)”means any ATCC Material, any Progeny, any Unmodified Derivatives and any of the foregoing materialscontained or incorporated in Modifications.“CAR”means ATCC's Customer Acceptance of Responsibililty for Potentially Highly Pathogenic Biological Materials Form.“Commercial Use”means the sale, license, lease, export, transfer or other distribution of the Biological Materials to a person or entitynot party to this MTA for financial gain or other commercial purposes and/or the use of the Biological Material: (a) to provide a service toa person or entity not party to this MTA for financial gain; (b) to produce or manufacture products for general sale or products for use inthe manufacture of products ultimately intended for general sale (c) in connection with proficiency testing service(s), including but notlimited to, providing the service of determining laboratory performance by means of comparing and evaluating calibrations or tests on thesame or similar items or materials in accordance with predetermined conditions; or (f) for research conducted under an agreementwherein a for-profit entity receives a right whether actual or contingent to the results of the research. Commercial Use specifically doesnot include Industry Sponsored Academic Research.“Contributor(s)”means any organization(s), entity(ies) and/or individual(s) providing technology and/or patent rights related to the ATCCMaterial, or original material to ATCC for deposit.“CRO”means a third-party entity performing research under contract for Purchaser."Industry Sponsored Academic Research" means research sponsored by a for-profit carried out at a non-profit organization and bythe non-profit organization’s employees.“Investigator”means the individual principal scientist or researcher, who is referenced on the applicable ATCC Sales Order, employedor retained by Purchaser and using the Biological Material(s) and for whom the related ATCC Material was obtained by Purchaser, as wellas his or her individual assistants for receipt of ATCC Material as employed or retained by Purchaser and referenced on the applicableATCC Sales Order. For the avoidance of doubt, Investigator specifically does NOT include any multi-user biological material core facilityor repository or any individual employed or retained thereby (in a capacity including the use of the Biological Material). ATCC Materialmay not be transferred to any multi-user biological material core facility or repository or any such individual.“Modification(s)”means any substance that contains and/or incorporates a significant or substantial portion of ATCC Material, itsProgeny or Unmodified Derivatives. By way of nonlimiting example, Modifications include ATCC Material that has been transfected with areporter gene, induced pluripotent stem cells and mesenchymal stem cells that were derived from ATCC Material.“Progeny”means an unmodified descendant from the ATCC Materials, such as virus from virus, cell from cell, or organism fromorganism.“Purchaser(s)”means the organization purchasing and receiving ATCC Material pursuant to this MTA.“Transferee”means an employee or contractor that is a principal scientist or researcher at another organization or at Purchaser'sorganization. For the avoidance of doubt, Transferee specifically does NOT include any multi-user biological material core facilities orrepositories to allow for the creation and provision of standardized reference materials derived from Biological Materials the organizationpurchasing and receiving ATCC Material pursuant to this MTA.“Trademarks(s)”means all trade name, trademark and service mark rights, whether registered or not, now owned or hereafter acquired,and the entire goodwill of the business of ATCC connected with and symbolized by such marks, including, without limitation, ATCC R ,ATCC catalog marks, and ATCC Licensed Derivative@.“Unmodified Derivative(s)”means substances created by Purchaser which constitute an unmodified functional subunit or productexpressed by ATCC Material. By way of nonlimiting example, Unmodified Derivatives include: purified or fractionated subsets of theATCC Material, proteins expressed by DNA/RNA supplied by ATCC or monoclonal antibodies secreted by a hybridoma cell line.SCOPE OF USEATCC Material and Progeny: ATCC Material and Progeny may only be used by Purchaser's Investigator for research purposes andonly in Investigator’s laboratory.Modifications and Unmodified Derivatives:Purchaser's Investigator may make, use and transfer Modifications and UnmodifiedDerivatives only as follows:? Purchaser's Investigator's Non-Commercial Use Research Project. Modifications and Unmodified Derivatives may only be made andused by Purchaser's Investigator for his/her research project(s) in Purchaser's Investigator's laboratory. Except as provided below82