Materials Transfer Agreement

1.      Definitions

Materials. Materials shall mean any material listed in Web Site, as well as derivatives (including but not limited to salts, solvates, conformers, stereoisomers, racemic mixtures, amorphous forms, crystal forms, crystal habits, metabolites, prodrugs, free acids, chelates, complexes, synthetic intermediates, isotopic or radiolabeled equivalents or mixtures thereof) and/or progeny (unmodified descendant from the Materials, such as virus from virus, cell from cell, or organism from organism).

Modifications. Modifications shall mean any substance and/or invention which use, contain and/or incorporate Materials and or part of Materials, including but not limited to processes, assays, therapeutic combinations and/or methods.

Recipient. Recipient shall mean any person or entity placing an order for Materials at this Web Site, including any party such person or entity placing the order might represent in any way or be affiliated with for such purposes according to the Norwegian Limited Liability Companies Act §1-2(2) (Selskapsloven) §§1-3 – 1-4 of the General Companies Act (Aksjeloven) or §§1-3 – 1-4 of the Common Stock Companies Act (Allmennaksjeloven). If the person, entity or affiliated party placing the order is not the one that is going to use the Materials, such person, entity or affiliated party shall nevertheless be bound by all the provisions of this Agreement and will be jointly and severally liable with Recipient for any breach according to the provisions set forth in this Agreement.

Recipient shall in such situations be bound by the Agreement as if the Recipient had placed the order and Recipient is obliged to read and understand the provisions of this Agreement. The person, entity or affiliated party placing the order has a corresponding obligation to make the Agreement available for Recipient and under no circumstance shall Provider be liable in any way caused by any breach of any power of attorney between Recipient and the person, entity or affiliated party.

2.      No Commercial Purpose.

The Recipient may use the Materials for any purpose, excluding Commercial Purpose. Commercial Purpose shall include any sale, lease, license, export, distribution or transfer of Materials or Modifications, including data and/or results based on or resulting from same, both during the Agreement and in the future. Commercial Purpose does not include publication as such in scientific journals or web sites or in scientific meetings.

Developers shall mean the scientists listed on the Web Site as the developers of the Materials.

3.      Ownership and Use of Materials

The Recipient agrees that all Materials are subject to the following provisions;

The Recipient agrees that the Materials shall at all times remain the property of Inven2 and shall only be used for research and experimental purposes to perform research, and not to be used in humans.

Inven2 agrees that Modifications are the property of the Recipient. The Recipient shall notify Inven2 within 90 days after Modifications have been done.

It is recognized by the Recipient that a Commercial Purpose will require a license from Inven2, and this Agreement does not constitute any obligation for Inven2 to grant such license. Such license may be granted under terms negotiated in good faith between the Parties if the Recipient so wishes after the Materials were purchased and/or the Modifications developed. Recipient shall therefore not attempt in any way to use Materials or Modifications for Commercial Purpose without the prior written permission of Inven2 or through a binding licence agreement.

It is understood by the Recipient that Inven2 shall be free, in its sole discretion, to distribute the Materials to any third party and to use it for any purpose.

Please be aware and advised that Inven2 will aggressively enforce its IPR right to the fullest extent of the applicable law, including, where applicable, the seeking of criminal prosecution.

4.      No Warranties, Liability

Inven2 makes no representation or warranty that the use of the Materials will not infringe any patent or other proprietary right.

Recipient understands that the Materials are experimental in nature and may have hazardous properties and agrees to accept Materials without warranty of fitness for a particular purpose or any other warranty, express or implied.

Recipient agrees to use the Materials in compliance with any applicable statutes, regulations and guidelines such as, for example, those relating to research involving biological material and DNA.

Except to the extent prohibited by law, the Recipient assumes all liability for damages which may arise from or in connection with the use, storage or disposal of the Materials. Inven2 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 directly or indirectly from the administration, storage or disposal of the Materials except to the extent permitted by law when caused by the gross negligence or wilful misconduct of Provider.

Nothing in these provisions shall exclude or limit Inven2’s liability for fraud or for any death or personal injury caused by any gross negligence of willful misconduct of Inven2.

Recipient shall hold Provider harmless for any and all expenses (including but not limited to, court costs, attorney’s fees and other legal expenses) arising from or in connection with liability according to these provisions.

The obligation to compensate mentioned costs for liability according to this Agreement shall be maintained for the maximum period according to the applicable legislation and no less than three (3) years. If prior to the date of expiration of the obligation to hold Provider harmless, a claim is made, notified or threatened to Recipient concerning an administrative procedure or legal act or procedure, said obligation to indemnify or hold Provider harmless shall continue indefinitely until final judgment on the corresponding procedure or claim.

5.      Confidentiality

Confidential Information. Confidential Information shall mean all information provided to Recipient from Inven2 or scientists or employees at the University of Oslo or Oslo University Hospital.

The Recipient agrees to refrain from disclosing any Confidential Information to any third party. Moreover, the Recipient agrees to take reasonable security precautions, at least as great as the precautions taken to protect the Confidential Information the Recipient has in its possession, but no less than reasonable care, to keep confidential the Confidential Information.

Confidential Information shall not include any information, that (i) is or subsequently becomes publicly available without the Recipient’s breach of any obligation owed to Provider in terms of this Agreement; (ii) was known to the Recipient prior to Provider’s disclosure of such information pursuant to the provisions of this Agreement as evidenced by written records; (iii) is received by the Recipient from a third party, who has the legal right to disclose information to the Recipient, or Recipient was in good faith regarding such right; (iv) is independently developed by the Recipient, as evidenced by written records.

The Recipient may disclose Confidential Information in accordance with a judicial or other governmental order, provided that the Recipient, to the extent permitted under such order, gives Inven2 reasonable notice prior to such disclosure to allow Provider a reasonable opportunity to seek a protective order or equivalent unless prohibited to give notice under such order.

6.      Publication

Provider understands that Recipient may publish freely subject to section 6 (Confidentiality).

Recipient shall acknowledge the developers of the Materials in all oral presentations or written publications pertaining to any research conducted by Recipient using the Materials or Modifications.

7.      Shipment and Delivery

Inven2 will try to meet the delivery dates specified in your order, depending on availability and any lead times that may apply.

Payment will be required upon placement of a specific order. No Materials will be sent before Inven2 has registered a payment corresponding to such order.

The prices for Materials do not include any taxes (including VAT), duties, levies or other government fees that may apply to outside Norway.

All shipments hereunder will be made in suitable shipping packages or boxes suited for the transport of the Materials.

The transfer of all risk from Inven2 to the Recipient will take place at the moment of delivery of the Materials to the selected freight or shipping service.

8.      Termination and Effects of Termination.

This Agreement is terminated if; (i) Recipient breaches any obligation of the Agreement and in the case of a breach capable of remedy, fails to remedy the breach within 60 working days or; (ii) when the Recipient ceases to use Materials or no longer has possession over Materials.

Recipient understands that if the Agreement is terminated because of any material breach by Recipient of any obligation, Inven2 reserves the right to not provide any Materials to Recipient in the future.

If the Agreement is terminated, the Materials shall either be (i) returned to Provider or (ii) destroyed by Recipient within 14 days after the termination notice have been received unless Recipient no longer has possession over Materials.

9.      Miscellaneous

No waiver. Inven2’s failure to insist upon or enforce strict performance of any Provision herein shall not be construed as a waiver of any Provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any Provision herein.

Assignment. Inven2 may assign its rights and duties under these provisions to any party at any time without notice to you.

No Relationship. No employment, agency, partnership, license or joint venture relationship is created between the Parties as a result of this Agreement.

Force Majeur. Noncompliance by a Party of the obligations of this Agreement due to force majeure (laws or regulations of any government, destruction of production or research facilities and Materials, shortage of Materials, failures of public utilities or common carriers), or any other causes beyond the reasonable control of the applicable party, shall not constitute a breach of this Agreement, provided such prevention is communicated to the other party and it uses it best efforts to cause the event to be terminated, cured or otherwise ended. The affected Party's performance shall be extended for the period of delay or inability to perform due to such occurrence.

Surviving Clauses. The following Clauses shall survive termination of this Agreement for whatever reason; 2, 3, 4, 5, 6, and 9 (Jurisdiction - Governing Law).

Jurisdiction - Governing Law. Any dispute arising from or in connection with this Agreement, and after a settlement has been attempted shall be governed by Norwegian law with the exclusion of conflict of law rules. Legal venue shall be the Oslo City Court (Oslo Tingrett). Language of the proceedings shall be Norwegian or English.

Any legal action by Recipient must be brought within six (6) months after the claim or cause of action arises.

Entire Agreement and Modification. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may not be amended, modified or released.

By clicking “I accept all the terms and conditions of this Agreement” you hereby certify that this Agreement is duly signed and that you understand and accept all terms and conditions and have the powers necessary to act on behalf of your company/institution/clinic/organization.