Ref. _________
MATERIAL TRANSFER AGREEMENT
Parties to the Agreement:
This Agreement, effective upon signing, is between the University of Oulu (hereinafter
referred as “Provider”) and Name of the recipient University (hereinafter referred as
“Recipient”).
PROVIDER:
University of Oulu
P.O.Box 8000
FI-90014 University of Oulu
FINLAND
Provider Scientist/Scientists:
Minna Männikkö, Research director in the Northern Finland Birth
Cohort Studies, Faculty of Medicine, minna.mannikko@oulu.fi
Contact person of NFBC Project center:
Tuula Ylitalo, Project secretary in the Northern Finland Birth Cohort
Studies, Faculty of Medicine, tuula.ylitalo@oulu.fi.
RECIPIENT:
Name and address of Recipient Institution
Recipient Scientist:
Name, title, department and email address
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1. Background
1.1. Provider has collected and owns certain material collected from participants in
Northern Finland Birth Cohort (“NFBC”)
http://www.oulu.fi/nfbc/ (“Material”).
1966
and
1985/1986
Studies,
1.2. Recipient Scientist wishes to use certain Material in his/her research. The Material
to be used is described in Appendix A.
1.3. Access to Material will be granted according to procedures set forth by Provider´s
NFBC Project Center (“NFBC PC”) and under the terms and conditions of this
Agreement.
1.4. No changes will be accepted to this Agreement.
2. Definitions
2.1. Original Material: Material refers to biological material e.g. blood and other tissues,
bacteria, antibody, DNA, RNA and protein samples. Detailed description of the
Material delivered from Provider to Recipient is described in Appendix A.
2.2. Material: Original Material, Progeny and Unmodified Derivatives. The Material shall
not include: (a) Modifications or (b) other substances created by the Recipient
through the use of the Material which are not Modifications, Progeny or Unmodified
Derivatives.
2.3. Progeny: Unmodified descendant from the Material, such as virus from virus, cell
from cell or organism from organism.
2.4. Unmodified Derivatives: Substances created by the Recipient which constitute an
unmodified functional subunit or product expressed by the Original Material. Some
examples include: subclones of unmodified cell lines, purified or fractionated
subsets of the Original material (e.g. isolated DNA, RNA), proteins expressed by
DNA/RNA supplied by the Provider, monoclonal antibodies secreted by a hybridoma
cell line or bacterial strains transformed with DNA supplied by the Provider.
2.5. Modifications: Substances created by the Recipient which contain/incorporate the
Material.
3. Terms and conditions of this Agreement
3.1. All access to Material must be approved in advance according to procedures set
forth by Provider´s NFBC PC. Such approval will be granted to scientific researchers
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and the non-profit/for-profit institutions at which approved Recipient Scientist will
conduct his/her research.
3.2. Recipient agrees
a) that the Material is to be used solely for teaching and academic research
purposes. More specifically, the Material is provided to Recipient for carrying
out experiments and analyses (“Research”) which are described in Appendix
B.
b) that written consent of NFBC PC must be obtained prior to use of Material
for purposes not described in Appendix B.
c) that the Material is to be used only at the Recipient organization and only in
Recipient Scientist’s research group under direction of the Recipient
Scientist.
Recipient agrees that written consent of NFBC PC must be obtained if the
Recipient Scientist will change.
d) that the Material will not be transferred in whole or in part to a third party or
anyone else within the Recipient organization without prior written consent
of the NFBC PC.
e) that the Material will not be used, either alone or in conjunction with any
other information, to establish the individual identities of any of the subject
from whom Material was obtained.
f) not to use Material in human subjects, clinical trials, or for diagnostic
purposes including human subjects without the written consent of Provider.
g) to inform the NFBC PC from the results of Research every 12 months.
h) to submit to the NFBC PC any new raw data generated from Material upon
completion of analyses (“Raw Data”). Raw Data can mean e.g. results from
measuring analytes from blood sample, genetic information obtained from a
DNA sample.
NFBC PC will incorporate the Raw Data into the NFBC database. Producer of
Raw Data will be acknowledged appropriately in further publications.
i) to send to NFBC PC a manuscript containing results obtained from usage of
Material (“Results”) 15 days before submitting the manuscript. NFBC PC gives
permission for publication within 15 days from receiving the manuscript.
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j) to include as authors those Provider employees identified by NFBC PC who
have played a key scientific role in the generation of results in all publications
arising from the Research.
k) to provide a copy of accepted publications (articles and abstracts) that result
from the use of Material within two months of the publication. Publications
will be sent to NBFC PC.
3.3. This Agreement is not transferrable to another recipient.
3.4. Provider retains ownership of the Material, including any Material contained or
incorporated in Modifications.
3.5. To the extent specified below, the Recipient gains ownership to:
(a) Modifications (e.g. modified plasmid) (except that, Provider retains
ownership rights to the Material included therein),
(b) Those substances created through the use of the Material or
Modifications, but which are not Progeny, Unmodified Derivatives or
Modifications (i.e. do not contain the Original Material, Progeny, and/or
Unmodified Derivatives) (e.g. antibodies produced against antigen of
Provider).
If either (a) or (b) results from the collaborative efforts of the Provider and the
Recipient, joint ownership will be negotiated.
3.6. Provider shall be the owner of Raw Data in Research.
3.7. Provider hereby grants Recipient a limited, revocable, worldwide, royalty-free, nonexclusive right to use Raw Data in Research as described in Appendix B.
3.8. This Agreement does not restrict the rights of Provider to distribute the Material to
other parties or to publish any document relating to Material.
3.9. Provider accepts no liability in connection with the Recipients use of the Material.
Provider does not represent that
a)
b)
the Material is of satisfactory quality or fit for any particular purpose;
use of Material is free from infringement of third party rights, including
intellectual property rights.
3.10.
To the extent permissible by law the Recipient will indemnify and hold the
Provider harmless for any damages howsoever arising from Recipient´s use of the
Material.
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3.11.
If the Recipient desires to use Material or Results for commercial purposes,
the Recipient agrees, in advance of such use, to negotiate in good faith with the
Provider to establish the terms of a commercial license. It is understood by the
Recipient that the Provider shall have no obligation to grant such a license to the
Recipient, and may grant exclusive or non-exclusive commercial licenses to others,
or sell or assign all or part of the rights in the Material to any third party(ies), subject
to any pre-existing rights held by others.
3.12.
The term of this Agreement shall be for a period of three (3) years from the
date of signing. Upon the effective date of termination, or if deferral is requested,
the deferred effective date of termination, Recipient will discontinue its use of the
Material, and will, upon directions of Provider, return any remaining of Material.
The Recipient, at its discretion, will also either destroy the Modifications or remain
bound by terms of this Agreement as they apply to Modifications.
3.13.
Provider may terminate this Agreement if Recipient is in default of any of the
terms specified herein and if the deficit has not been remedied within thirty (30)
days after the date of written notice by Provider of such deficit.
3.14.
Amendments to this Agreement must be made in writing and signed by
authorized representatives of both parties.
3.15.
This Material Transfer Agreement constitutes the exclusive statement of the
data transfer between the parties and supersedes all oral or written proposals, prior
agreements and other communications between the parties concerning the subject
matter of this Material Transfer Agreement.
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AGREED BY THE PARTIES through their authorized signatures
Signed for and on behalf of THE PROVIDER:
Date and place:
Signature:
Authorized signature of the Provider (Minna Männikkö, Research
director in the Northern Finland Birth Cohort Studies, Faculty of
Medicine)
Signed for and on behalf of THE RECIPIENT:
Date and place:
Signature:
Authorized (*) signature of the Recipient (Name and title)
(*)
Authorized signer is a person who has got the power to
sign on behalf of University /Research Institute. Usually
Director of Technology Transfer Office or Head of Faculty
/ Department.
The Recipient Scientist hereby acknowledges that he/she has read and will comply with the
terms of the Agreement.
RECIPIENT SCIENTIST:
Date and place:
Signature:
Recipient Scientist (Name and title)
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Research plan of the Project describing the use of Data
APPENDIX A
The Data provided by Provider (attach the list of variables)
APPENDIX B
Research made by Recipient with the Data (attach “Permission to use Northern Finland
Birth Cohort data” form)
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