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

Provider:_________________________________________________________________ 

Recipient:________________________________________________________________ 

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

__________________________________________________________________________ 

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 for commercial purposes such as 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). Are the Research Materials of human origin? 

___Yes 

___No 

2(b). If Yes in 2(a), were Research Materials collected according to 45 CFR Part 46, "Protection of
Human Subjects"? 

___Yes (Please provide Assurance Number: __________) 

___No 

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): 

___________________________________________________________________________________

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 notice delivered to Recipient within ten (10) 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 toRecipient 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 or three (3) years have elapsed, whichever occurs first, the Research
Material will be disposed of as 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: 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 Governmental endorsement 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 United States 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: 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 undersigned Provider and Recipient expressly certify and affirm that the contents of any
statements made herein are truthful and accurate. 

10. This MTA shall be construed in accordance with Federal law as applied by the Federal courts in
the District of Columbia. 

11. Any additional terms: 

__________________________________________________________________ 

______________________________________________________________________________________________

Date:__________
____________________________________________________________________________

Recipient's Investigator and Title 

Date:__________
____________________________________________________________________________

Authorized Signature for Recipient and Title 

Recipient's Mailing
Address:____________________________________________________________________ 

____________________________________________________________________ 

Date:__________
__________________________________________________________________________ 

Provider's Investigator and Title 

Date:__________
__________________________________________________________________________ 

Authorized Signature for Provider and Title 

Provider's Mailing
Address:_____________________________________________________________________

_____________________________________________________________________