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MATERIAL TRANSFER AGREEMENT (LMU-MTA)
Ludwig-Maximilians-Universität München
Geschwister-Scholl-Platz 1
80539 München
(“LMU Munich“)
agrees to provide
(“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 “LMU-MTA“).
1. The Material / The intended Research
The LMU-MTA applies to the transfer of
(the “Original Material“)
for use in Scientist’s research relating to studies of
(the “Research“).
The Original Material is being made available by
(the “Investigator“)
and results from research conducted by Investigator as an employee of LMU Munich.
The Material (as defined below), including the inherent intellectual property rights, is and remains the exclusive
property of LMU Munich.
2. Definitions
“Material” shall include the Original Material, any Progeny, Unmodified Derivatives, the Original Material
contained in Modifications and proprietary information concerning the Original Material.
“Original Material” refers to the material as defined in 1. above.
“Progeny” shall mean any unmodified descendant from the Original Material, such as virus from virus, cell from
cell, or organism from organism.
“Unmodified Derivatives” shall mean any substances created by the Recipient which constitute an unmodified
functional subunit or product expressed by the Original Material, such as subclones of unmodified cell lines,
purified or fractionated subsets of the Original Material, proteins expressed by DNA/RNA, or monoclonal
antibodies secreted by a hybridoma cell line.
“Modifications” shall mean any substances created by the Recipient which contain/incorporate the Material, such
as crosses, breeding varieties, cell fusions, subcloning etc.
3. Use/Handling
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3.1. The Recipient and the Scientist shall use the Material and Modifications in compliance with all laws and
regulations applicable to such Material and Modifications in the Recipient's place and country, including
guidelines for work with recombinant DNA. The Material and Modifications, where experimental in nature,
will not be used in human subjects or animals, in clinical trials or for diagnostic purposes involving human
subjects or animals, unless - where applicable - explicitly admitted by an Ethics Committee or regulations on
the treatment of laboratory animals.
3.2. The transfer of the Material constitutes a non-exclusive license to use the Material and Modifications solely for
the internal scientific Research of Recipient. This LMU-MTA does not restrict LMU Munich’s right to
distribute the Material to other commercial or to non-commercial entities.
3.3. Neither Scientist nor Recipient nor any other person authorised to use the Material or Modifications under the
LMU-MTA shall make available any portion of the Material or Modifications to any person or entity other
than laboratory personnel under the Scientist’s immediate and direct control.
3.4. No person authorised to use the Material or Modifications shall be allowed to take or send the Material or
Modifications to any location other than the Scientist’s laboratory without LMU Munich’s prior written
consent. In case of modifications, such consent will not be unreasonably withheld.
4. Rights and Intellectual Property
4.1. Legal title to the Material shall be unaffected by this LMU-MTA or the transfer made hereunder, and nothing
in this LMU-MTA grants Recipient any rights under any patents. Nothing in this LMU-MTA shall alter any
rights the German Government may have with respect to the Materials. Except as otherwise provided in
paragraph 3.3. of this LMU-MTA, Recipient and Scientist shall maintain the confidentiality of proprietary
information respecting the Material. Recipient will hold the Material in trust solely for the purposes set forth
in this LMU-MTA.
4.2. Recipient acknowledges that the Material, including any altered forms of the Material made by LMU Munich,
is or may be the subject of a patent application. Except as provided in this LMU-MTA, no express or implied
licenses or other rights except as stated in paragraph 3.2. are provided to Recipient under any patents, patent
applications, trade secrets or other proprietary rights of LMU Munich. In particular, no express or implied
licenses or other rights are provided to use the Material, Modifications or any related patents of LMU Munich
for commercial purposes.
4.3. Recipient agrees that in the event Scientist/Recipient makes any invention, improvement or Modification,
whether patentable or not, based on the Material as a result of activities conducted under the Research,
Recipient shall promptly bring such invention, improvement or Modification and any patent application filed
thereon to the attention of LMU Munich. Recipient shall grant to LMU Munich an irrevocable, non-exclusive,
royalty-free license to practice such invention, improvement or Modification for scientific research purposes.
In case of joint inventions, LMU Munich and Recipient shall conclude in good faith a separate agreement
concerning the use, patenting and commercialization of such joint inventions.
5. Warranty
THE MATERIAL IS EXPERIMENTAL IN NATURE AND SHALL BE USED WITH PRUDENCE AND
APPROPRIATE CAUTION, SINCE NOT ALL OF ITS CHARACTERISTICS ARE KNOWN, IT MAY HAVE
HAZARDOUS PROPERTIES.
THE MATERIAL IS PROVIDED WITHOUT WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A
PATRICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. LMU MUNICH
MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT
INFRINGE ANY PATENT OR PROPRIETORY RIGHT.
6. Publication
6.1. Scientist and Recipient shall provide Investigator, on a confidential basis, with a description of the results
generated with the Material under the Research. If Scientist and Recipient wish to publish results of the
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Research, Scientist or Recipient will furnish LMU Munich with a copy of the manuscript or abstract disclosing
such results prior to submission thereof to any publisher not less than sixty days prior to publication to allow
LMU Munich an opportunity to protect LMU Munich’s proprietary or intellectual property relating to the
Material that might be contained in such disclosure.
6.2. In any publication of Research results, Scientist and Recipient shall either acknowledge LMU
Munich/Investigator as the source of the Material and/or name Investigator as co-author, according to the
respective contribution of the Material to the publication and academic custom. Where appropriate, any such
publication should cite the following papers:
7. Liability
7.1. In no event except those events caused intentionally or by gross negligence shall LMU Munich be liable for
any use by Scientist or Recipient of the Material or for any loss, claim, damage, injury or liability, of any kind
or nature, that may arise from or in connection with this LMU-MTA or the use, handling, or storage of the
Material.
7.2. To the extent allowed by law, Recipient agrees to indemnify and hold harmless LMU Munich and LMU
Munich’s trustees, regents, officers, agents, and employees from any liability, loss, or damage 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 Recipient and/or Scientist.
8. Termination
8.1. Recipient shall have a period of one year from the date of the last signature this LMU-MTA to use such
Material for the Research. At the end of this period, Recipient will return or destroy the Material within thirty
days of the end of such period.
8.2. The Recipient shall, at the request of LMU Munich, return or destroy all unused Material.
8.3. Recipient will also either destroy the Modifications or remain bound by the terms of this LMU-MTA as they
apply to Modifications.
8.4. The provisions concerning Publications, Rights and Intellectual Property as well as Liability and clause 8.3
shall survive this expiration.
9. Miscellaneous
9.1. This LMU-MTA shall be governed by German law. If the English meaning differs from the German legal
meaning of this LMU-MTA and its terms, the German legal meaning shall prevail. The parties hereby submit
to the exclusive jurisdiction of the courts of Germany in all matters concerning this LMU-MTA, and any
dispute shall be brought before a competent court of first instance in the city of München (Munich), Federal
Republic of Germany.
9.2. This LMU-MTA is not assignable.
9.3. This LMU-MTA constitutes the entire agreement and understanding relating to the subject matter hereof.
There are no supplementary agreements. Any alterations, modifications, amendments or supplements must be
in writing. This shall also apply for a waiver of the written form requirement.
9.4. Should any provision of this LMU-MTA be or become invalid or should there be a gap in the LMU-MTA, this
shall not affect the validity of the remaining provisions. Instead of the valid provision, the parties shall agree
upon such provision that comes as close as possible to the parties’ economic intent; the same shall apply for any
gaps.
9.5. In the event the Material or part of it should be under physical control of the Recipient before this LMU-MTA
is signed, the terms and provisions shall apply for this Material retroactively.
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10. Fees
The Material is provided cost-free. Recipient shall bear the costs of the transfer of the Material.
Signed for LMU Munich:
Signed for Recipient:
________________________________
Authorised Official of LMU Munich
________________________________
Authorised Official of Recipient
Name: _________________________
Name: _________________________
Title: __________________________
Title: __________________________
Date: __________________________
Date: __________________________
SEEN AND ACKNOWLEDGED:
SEEN AND ACKNOWLEDGED:
________________________________
LMU Munich’s Investigator
________________________________
Recipient’s Scientist
Name: _________________________
Name: _________________________
Date: __________________________
Date: __________________________
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