ORIGINAL MATERIAL:

RECIPIENT SCIENTIST:

MODIFICATIONS: Substances created by RECIPIENT which contain/incorporate the MATERIAL.

PROGENY: Unmodified descendant from ORIGINAL MATERIAL.

UNMODIFIED DERIVATIVES: Substances created by RECIPIENT, which constitute as unmodified functional sub-unit or product expressed by the ORIGINAL MATERIAL.

II. Terms and Conditions:

1. PROVIDER retains ownership of MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.

2. RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, PROVIDER retains ownership rights to MATERIAL included therein), and (b) those substances created through the use of MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVATIVES OR MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of PROVIDER and RECIPIENT, joint ownership may be negotiated.

3. RECIPIENT agrees that MATERIAL (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of PROVIDER; (c) is to be used only at RECIPIENT organization and only in RECIPIENT SCIENTIST's laboratory under the direction of RECIPIENT SCIENTIST or others working under his/her direct supervision; and (d) will not be transferred to anyone else within RECIPIENT organization without the prior written consent of PROVIDER.

4. Except as provided in this Agreement, no express or implied licenses or other rights are provided to RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of PROVIDER. In particular, no express or implied licenses or other rights are provided to use MATERIAL, MODIFICATIONS, or any related patents of PROVIDER for commercial purposes.

5.  RECIPIENT agrees not to disclose or to use for any purposes other than for the performance of research study cited herein, any and all trade secrets, privileged records or other confidential information disclosed to RECIPIENT under this a agreement. The obligation of non-disclosure shall not apply to the following: a) information which, at the time of disclosure is in the public knowledge, becomes part of public knowledge, except by breach of this agreement; b) information which was in RECIPIENT’s possession at the time of disclosure by PROVIDER, and which was not acquired, directly or indirectly, from PROVIDER; c) information which results from research and development by RECIPIENT independent if disclosure from PROVIDER; and d) information which RECIPIENT receives from third parties, provided information was not obtained with the knowledge of RECIPIENT by said third parties directly or indirectly from PROVIDER on a confidential basis.

6. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. 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 MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.

7. RECIPIENT assumes all liability for damages, which arise from its use, storage or disposal of MATERIAL. PROVIDER will not be liable to RECIPIENT for any loss, claim or demand made by RECIPIENT, or made against RECIPIENT by any other party, due to or arising from the use of MATERIAL by RECIPIENT.

8. This agreement shall not be interpreted to prevent delay publication of research findings resulting from the use of MATERIAL or MODIFICATIONS. RECIPIENT SCIENTIST shall provide appropriate acknowledgment of PROVIDER as the source of MATERIAL in all presentations and publications.

9. RECIPIENT agrees to use MATERIAL in compliance with all applicable 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.

10. This Agreement will terminate on the earliest of the following (a) when MATERIAL becomes generally available from the third parties, for example, through reagent catalogs or public depositories; (b)on completion of RECIPIENT's current research with MATERIAL; residual MATERIAL shall be destroyed or returned to PROVIDER upon direction of PROVIDER; (c)on thirty (30) days written notice by either party; residual MATERIAL shall be destroyed or returned to PROVIDER upon direction of PROVIDER.

11. MATERIAL is provided at no cost. RECPIENT shall be responsible for shipping costs of MATERIAL.

12. The interpretation and validity of this agreement and the rights of the parties shall be governed by the laws of the State of North Carolina.

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