Material Transfer Agreement

You are being provided with DNA molecules and associated products ("MATERIALS") to be used for research purposes under the terms of a Material Transfer Agreement ("MTA"). This MTA is between you ("PURCHASER" or "YOU") and Genofi ("GENOFi"), a privately owned company that hereby represents and warrants its rights to set the following terms of this agreement. YOU may use the MATERIALS as-is to create other products ("DERIVATIVE PRODUCTS") under the following terms. By accepting the MATERIALS, YOU are agreeing in good faith to the following terms. If YOU are not willing to agree to these terms, GENOFi is willing to accept return of the MATERIALS for a full refund.

1. YOU assume all risk and responsibility in connection with the receipt, handling, storage, disposal, transfer and use of the MATERIALS. THE PURCHASER AGREES THAT ANY ACTIVITY UNDERTAKEN WITH THE MATERIALS AND DERIVATIVE PRODUCTS WILL BE CONDUCTED IN COMPLIANCE WITH ALL APPLICABLE GUIDELINES, LAWS AND REGULATIONS.
2. The MATERIALS are understood to be experimental in nature and may have hazardous properties. THE MATERIALS AND ANY TECHNICAL INFORMATION AND ASSISTANCE PROVIDED BY GENOFi ARE PROVIDED AS-IS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TYPICALITY, SAFETY, ACCURACY AND NON-INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.
3. In no event will GENOFi be liable for any direct, indirect, special, incidental or consequential damages of any kind in connection with or arising out of the MATERIALS OR DERIVATIVE PRODUCTS even if advised of the possibility of such damages. YOU agree to hold harmless and indemnify GENOFi and any person acting on its behalf, for any loss, expense or liability from any claim asserted by a third party related to your possession, use, storage or disposal of the MATERIALS AND DERIVATIVE PRODUCTS.
4. The MATERIALS may not be applied to humans or animals.
5. The MATERIALS are intended to be used to amplify and/or isolate a few DNA targets at a time. YOU agree to never attempt to use the MATERIALS to create any copies or replicas, or otherwise amplify the entire mixture of cDNA molecules for any reason.
6. The PURCHASER shall not distribute, sell, lend, or otherwise transfer the MATERIALS for any reason. YOU may use the MATERIALS AND DERIVATIVE PRODUCTS for commercial or non-commercial purposes, except for the purpose of redistribution or for the purpose of providing services.
7. The PURCHASER has the right to use and the right to allow other institutions to use any patentable developments or inventions that the PURCHASER originated from the MATERIALS and DERIVATIVES PRODUCTS, without the PURCHASER or such other institutions being obligated to pay GENOFi any royalties or other compensation.
8. YOU understand that GENOFi retains ownership of all right, title and interest in the MATERIALS and that this agreement does not constitute the waiver or the transfer of any intellectual property rights.