$1,300.00$10,000.00

HIV Rev-­dependent Reporter Cells

The HIV Rev-dependent reporter cells represent a major advancement in the development of HIV indicator cells (Wu et al., 2007). This new reporter system differs dramatically from the common LTR-based reporter cells, which rely solely on the HIV promoter, the long terminal repeat (LTR), to drive reporter expression.

In stock
Cell Type and Reporter Rev-A3-GFP/Luc, Rev-A3R5-GFP, Rev-A3R5-GFP/Luc, Rev-CEM-GFP, Rev-CEM-GFP/Luc, Rev-CEM-Luc
N/A

Product Description

Product Description

Before proceeding to add the product to cart, please either fill out and submit the form, or download the PDF version. You can email a signed MTA to info@virongy.com. Please note that, one of our officers will review the order and you will receive an email regarding the order status. Once approved, you will receive an email with the payment link. Download the PDF version here

Biological Material Transfer Agreement

Between

Virongy Biosciences Inc at 11225 Asseett Loop, Lab 111, Manassas, VA, 20109 (Provider)

(Recipient)

Upon execution of an Implementing Letter in the form attached which specifies the materials to be transferred, organizations agree to be bound by the terms of this Biological Material Transfer Agreement ("BMTA") published in the Federal Register on March 8, 1995.

I. Definitions:

  1. PROVIDER: Organization providing the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
  2. PROVIDER SCIENTIST: The name and address of this party will be specified in an implementing letter.
  3. RECIPIENT: Organization receiving the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
  4. RECIPIENT SCIENTIST: The name and address of this party will be specified in an implementing letter.
  5. ORIGINAL MATERIAL: The description of the material being transferred will be specified in an implementing letter.
  6. 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.
  7. PROGENY: Unmodified descendant from the MATERIAL, such as virus from virus, cell from cell, or organism from organism.
  8. 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, proteins expressed by DNA/RNA supplied by the PROVIDER, or monoclonal antibodies secreted by a hybridoma cell line.
  9. MODIFICATIONS: Substances created by the RECIPIENT which contain/incorporate the MATERIAL.
  10. COMMERCIAL PURPOSES: The sale, lease, license, or other transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. COMMERCIAL PURPOSES shall also include uses of the MATERIAL or MODIFICATIONS by any organization, including RECIPIENT, to perform contract research, to screen compound libraries, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. However, industrially sponsored academic research shall not be considered a use of the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES per se, unless any of the above conditions of this definition are met.
  11. NONPROFIT ORGANIZATION(S): A university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. As used herein, the term also includes government agencies.

II. Terms and Conditions of this Agreement:

  1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.
  2. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:
    1. will NOT be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER;
    2. is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and
    3. will not be transferred to anyone else without the prior written consent of the PROVIDER.
    4. will NOT be used for any commercial purpose without the prior written consent of the PROVIDER.
    5. will NOT be reproduced, modified, or reverse engineered without the written consent of the PROVIDER.
    6. will NOT disclose any confidential information provided to the RECIPIENT by the PROVIDER.
  3. The RECIPIENT acknowledges that the MATERIAL is the subject of patent applications. No express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER or the RECEIPENT. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES.
  4. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS, NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.
  5. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER.
  6. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The RECIPIENT agrees to inform the PROVIDER three months before the intended publication of results, and appropriate acknowledgement of the source of the MATERIAL in all publications.
  7. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable local statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA.
  8. This Agreement will terminate on the earliest of the following dates: (a) on completion of the RECIPIENT's current research with the MATERIAL, or (b) on thirty (30) days written notice by either party.
    1. if termination should occur under 8(a), the RECIPIENT shall be bound to the PROVIDER by the restrictive terms applicable to the MATERIAL.
    2. if termination should occur under 8(b), the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS;
Brian Hetrick, Ph.D
Chief Executive Officer
Virongy Biosciences Inc.

Cell Line Specifications

Before proceeding to add the product to cart, please either fill out and submit the form, or download the PDF version. You can email a signed MTA to info@virongy.com. Please note that, one of our officers will review the order and you will receive an email regarding the order status. Once approved, you will receive an email with the payment link. Download the PDF version here

Biological Material Transfer Agreement

Between

Virongy Biosciences Inc at 11225 Asseett Loop, Lab 111, Manassas, VA, 20109 (Provider)

(Recipient)

Upon execution of an Implementing Letter in the form attached which specifies the materials to be transferred, organizations agree to be bound by the terms of this Biological Material Transfer Agreement ("BMTA") published in the Federal Register on March 8, 1995.

I. Definitions:

  1. PROVIDER: Organization providing the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
  2. PROVIDER SCIENTIST: The name and address of this party will be specified in an implementing letter.
  3. RECIPIENT: Organization receiving the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
  4. RECIPIENT SCIENTIST: The name and address of this party will be specified in an implementing letter.
  5. ORIGINAL MATERIAL: The description of the material being transferred will be specified in an implementing letter.
  6. 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.
  7. PROGENY: Unmodified descendant from the MATERIAL, such as virus from virus, cell from cell, or organism from organism.
  8. 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, proteins expressed by DNA/RNA supplied by the PROVIDER, or monoclonal antibodies secreted by a hybridoma cell line.
  9. MODIFICATIONS: Substances created by the RECIPIENT which contain/incorporate the MATERIAL.
  10. COMMERCIAL PURPOSES: The sale, lease, license, or other transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. COMMERCIAL PURPOSES shall also include uses of the MATERIAL or MODIFICATIONS by any organization, including RECIPIENT, to perform contract research, to screen compound libraries, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. However, industrially sponsored academic research shall not be considered a use of the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES per se, unless any of the above conditions of this definition are met.
  11. NONPROFIT ORGANIZATION(S): A university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. As used herein, the term also includes government agencies.

II. Terms and Conditions of this Agreement:

  1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.
  2. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:
    1. will NOT be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER;
    2. is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and
    3. will not be transferred to anyone else without the prior written consent of the PROVIDER.
    4. will NOT be used for any commercial purpose without the prior written consent of the PROVIDER.
    5. will NOT be reproduced, modified, or reverse engineered without the written consent of the PROVIDER.
    6. will NOT disclose any confidential information provided to the RECIPIENT by the PROVIDER.
  3. The RECIPIENT acknowledges that the MATERIAL is the subject of patent applications. No express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER or the RECEIPENT. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES.
  4. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS, NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.
  5. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER.
  6. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The RECIPIENT agrees to inform the PROVIDER three months before the intended publication of results, and appropriate acknowledgement of the source of the MATERIAL in all publications.
  7. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable local statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA.
  8. This Agreement will terminate on the earliest of the following dates: (a) on completion of the RECIPIENT's current research with the MATERIAL, or (b) on thirty (30) days written notice by either party.
    1. if termination should occur under 8(a), the RECIPIENT shall be bound to the PROVIDER by the restrictive terms applicable to the MATERIAL.
    2. if termination should occur under 8(b), the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS;
Brian Hetrick, Ph.D
Chief Executive Officer
Virongy Biosciences Inc.

Documentation

Before proceeding to add the product to cart, please either fill out and submit the form, or download the PDF version. You can email a signed MTA to info@virongy.com. Please note that, one of our officers will review the order and you will receive an email regarding the order status. Once approved, you will receive an email with the payment link. Download the PDF version here

Biological Material Transfer Agreement

Between

Virongy Biosciences Inc at 11225 Asseett Loop, Lab 111, Manassas, VA, 20109 (Provider)

(Recipient)

Upon execution of an Implementing Letter in the form attached which specifies the materials to be transferred, organizations agree to be bound by the terms of this Biological Material Transfer Agreement ("BMTA") published in the Federal Register on March 8, 1995.

I. Definitions:

  1. PROVIDER: Organization providing the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
  2. PROVIDER SCIENTIST: The name and address of this party will be specified in an implementing letter.
  3. RECIPIENT: Organization receiving the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
  4. RECIPIENT SCIENTIST: The name and address of this party will be specified in an implementing letter.
  5. ORIGINAL MATERIAL: The description of the material being transferred will be specified in an implementing letter.
  6. 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.
  7. PROGENY: Unmodified descendant from the MATERIAL, such as virus from virus, cell from cell, or organism from organism.
  8. 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, proteins expressed by DNA/RNA supplied by the PROVIDER, or monoclonal antibodies secreted by a hybridoma cell line.
  9. MODIFICATIONS: Substances created by the RECIPIENT which contain/incorporate the MATERIAL.
  10. COMMERCIAL PURPOSES: The sale, lease, license, or other transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. COMMERCIAL PURPOSES shall also include uses of the MATERIAL or MODIFICATIONS by any organization, including RECIPIENT, to perform contract research, to screen compound libraries, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. However, industrially sponsored academic research shall not be considered a use of the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES per se, unless any of the above conditions of this definition are met.
  11. NONPROFIT ORGANIZATION(S): A university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. As used herein, the term also includes government agencies.

II. Terms and Conditions of this Agreement:

  1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.
  2. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:
    1. will NOT be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER;
    2. is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and
    3. will not be transferred to anyone else without the prior written consent of the PROVIDER.
    4. will NOT be used for any commercial purpose without the prior written consent of the PROVIDER.
    5. will NOT be reproduced, modified, or reverse engineered without the written consent of the PROVIDER.
    6. will NOT disclose any confidential information provided to the RECIPIENT by the PROVIDER.
  3. The RECIPIENT acknowledges that the MATERIAL is the subject of patent applications. No express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER or the RECEIPENT. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES.
  4. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS, NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.
  5. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER.
  6. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The RECIPIENT agrees to inform the PROVIDER three months before the intended publication of results, and appropriate acknowledgement of the source of the MATERIAL in all publications.
  7. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable local statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA.
  8. This Agreement will terminate on the earliest of the following dates: (a) on completion of the RECIPIENT's current research with the MATERIAL, or (b) on thirty (30) days written notice by either party.
    1. if termination should occur under 8(a), the RECIPIENT shall be bound to the PROVIDER by the restrictive terms applicable to the MATERIAL.
    2. if termination should occur under 8(b), the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS;
Brian Hetrick, Ph.D
Chief Executive Officer
Virongy Biosciences Inc.

References

Before proceeding to add the product to cart, please either fill out and submit the form, or download the PDF version. You can email a signed MTA to info@virongy.com. Please note that, one of our officers will review the order and you will receive an email regarding the order status. Once approved, you will receive an email with the payment link. Download the PDF version here

Biological Material Transfer Agreement

Between

Virongy Biosciences Inc at 11225 Asseett Loop, Lab 111, Manassas, VA, 20109 (Provider)

(Recipient)

Upon execution of an Implementing Letter in the form attached which specifies the materials to be transferred, organizations agree to be bound by the terms of this Biological Material Transfer Agreement ("BMTA") published in the Federal Register on March 8, 1995.

I. Definitions:

  1. PROVIDER: Organization providing the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
  2. PROVIDER SCIENTIST: The name and address of this party will be specified in an implementing letter.
  3. RECIPIENT: Organization receiving the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
  4. RECIPIENT SCIENTIST: The name and address of this party will be specified in an implementing letter.
  5. ORIGINAL MATERIAL: The description of the material being transferred will be specified in an implementing letter.
  6. 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.
  7. PROGENY: Unmodified descendant from the MATERIAL, such as virus from virus, cell from cell, or organism from organism.
  8. 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, proteins expressed by DNA/RNA supplied by the PROVIDER, or monoclonal antibodies secreted by a hybridoma cell line.
  9. MODIFICATIONS: Substances created by the RECIPIENT which contain/incorporate the MATERIAL.
  10. COMMERCIAL PURPOSES: The sale, lease, license, or other transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. COMMERCIAL PURPOSES shall also include uses of the MATERIAL or MODIFICATIONS by any organization, including RECIPIENT, to perform contract research, to screen compound libraries, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. However, industrially sponsored academic research shall not be considered a use of the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES per se, unless any of the above conditions of this definition are met.
  11. NONPROFIT ORGANIZATION(S): A university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. As used herein, the term also includes government agencies.

II. Terms and Conditions of this Agreement:

  1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.
  2. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:
    1. will NOT be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER;
    2. is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and
    3. will not be transferred to anyone else without the prior written consent of the PROVIDER.
    4. will NOT be used for any commercial purpose without the prior written consent of the PROVIDER.
    5. will NOT be reproduced, modified, or reverse engineered without the written consent of the PROVIDER.
    6. will NOT disclose any confidential information provided to the RECIPIENT by the PROVIDER.
  3. The RECIPIENT acknowledges that the MATERIAL is the subject of patent applications. No express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER or the RECEIPENT. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES.
  4. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS, NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.
  5. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER.
  6. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The RECIPIENT agrees to inform the PROVIDER three months before the intended publication of results, and appropriate acknowledgement of the source of the MATERIAL in all publications.
  7. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable local statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA.
  8. This Agreement will terminate on the earliest of the following dates: (a) on completion of the RECIPIENT's current research with the MATERIAL, or (b) on thirty (30) days written notice by either party.
    1. if termination should occur under 8(a), the RECIPIENT shall be bound to the PROVIDER by the restrictive terms applicable to the MATERIAL.
    2. if termination should occur under 8(b), the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS;
Brian Hetrick, Ph.D
Chief Executive Officer
Virongy Biosciences Inc.