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.
- 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.
- 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.
- 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.
- The MATERIALS may not be applied to humans or animals.
- 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
- 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.
- 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.
- 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.