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RESEARCH AGREEMENT

No. ___________

BY AND BETWEEN

_________________________________

AND

The Board of Regents of the Nevada System of Higher Education obo

University of Nevada, Reno

This Research Agreement (“Agreement”) is entered into and is effective as of the date of

execution by the last-executing Party (“Effective Date”), by and between

, a ______________________ (type of entity), having its principal place of business at

_______________________________, (“Sponsor”) and Board of Regents of the Nevada System

of Higher Education,, on Behalf of the University of Nevada, Reno, an institution of higher

education of the State of Nevada, (“University”) having its principal place of business at 1664

North Virginia Street, Reno, NV 89557 (Sponsor and University each to be referred to as “Party”

or together as “Parties”) .

RECITALS

WHEREAS, Sponsor is engaged in the business of [state nature of business] and is

committed to research on new and innovative approaches to the manufacture and delivery of its

products and services;

WHEREAS, University has reviewed Sponsor’s research plan related to such new and

innovative approaches;

WHEREAS, Sponsor wishes to have a research project performed in accordance with the

scope of work outlined in this Agreement;

WHEREAS, the performance of such research is consistent, compatible and beneficial to the

academic role and mission of University as an institution of higher education; and

WHEREAS, University is qualified to conduct the research associated with such project.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual covenants, conditions and

undertakings herein set forth, the parties agree as follows:

1. Scope of Work. University agrees to perform for Sponsor certain research (“Research”)

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described in the Scope of Work set forth in Appendix A, which is attached hereto and

incorporated herein by this reference. Principal Investigator may select other University

employees to participate in the Research (including but not limited to, University technicians,

undergraduate and graduate students, post-doctural fellows, or faculty members).

2. Period of Performance. The Project period under this Agreement is intended to commence

on ___________and continue until ___________. This Agreement may be extended for

additional periods of performance beyond the Initial Term, upon written approval by Sponsor

and University.

3. Compensation and Payment.

3.1. Compensation. Sponsor shall pay to University a total of ______________ Dollars

($______) (“Compensation”) for performance of the Research under this Agreement.

A budget itemizing the costs for providing the Research is set forth in Appendix B, which is

attached hereto and incorporated herein by this reference. [*Alternative: May be deleted in

the case of a fixed price agreement.]

3.2. Payment. Monthly cost reimbursable payments shall be made by Sponsor to University

based upon monthly invoices submitted by University. Invoices submitted to Sponsor shall

be paid by Sponsor within thirty (30) days of receipt. The monthly invoices for services

performed shall identify the direct and facility and administrative costs. Final payment shall

be made upon completion of the Research.

* NOTE: As an alternative to the above payments, you may wish to consider either

progress payments with a lump sum advance payment, a fixed monthly billing schedule

or fixed price with equal installments. In this case, you should replace the above

paragraph 3.2 with one of the following:

[Alternative 1 - Progress Payments with Lump Sum Advance]

3.2 Payment. Sponsor shall pay an initial payment equal to _______ percent (__%) of the

Compensation upon the effective date of this Agreement. Thereafter, monthly progress

payments shall be made by Sponsor to University based upon monthly invoices submitted by

University. Invoices submitted to Sponsor shall be paid by Sponsor within thirty (30) days of

receipt. Final payment shall include the unpaid balance of the Compensation and shall be

paid upon completion of the Research.

[Alternative 2 - Fixed Schedule]

3.2 Payment. Sponsor shall provide payment of invoices submitted by University within

thirty (30) days of receipt of each invoice. Invoices shall be submitted according to the

following schedule: [Insert monthly billings or other schedule].

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[Alternative 3 – Fixed Price Equal Installments]

3.2 Payment. Sponsor shall pay the Compensation in three equal payments. The first

payment shall equal one-third (1/3) of the total Compensation and shall be paid upon the

effective date of this Agreement. The second payment shall equal one-third (1/3) of the total

Compensation and shall be paid by ____________. The third and final payment shall equal

the remaining one-third (1/3) of the total Compensation and shall be paid by the last day of

the project period.

3.3. Invoicing.

Invoices shall be delivered to:

Compensation checks shall reference the appropriate UNR account number and be payable to

“Board of Regents, NSHE obo the University of Nevada, Reno” and shall be delivered to:

University of Nevada, Reno

Controller’s Office

Mail Stop 124

Reno, NV 89557-0025

4. Technical Supervision

4.1. Supervision by Sponsor. The person with primary responsibility for supervision of the

performance of the Research on behalf of Sponsor shall be _________________, or such

other person as may be designated by Sponsor, who shall have primary responsibility for

technical supervision of the Project.

4.2. Supervision by University. The person with primary responsibility for supervision of

the performance of the Research on behalf of University shall be __________________. No

other person shall replace or substitute for him/her in the supervisory responsibilities

hereunder without the prior written approval of University, which may be granted or

withheld at University’s sole discretion.

5. Reporting Requirements. University shall provide written reports to Sponsor on the

progress of the performance of Research as outlined or required in the Scope of Work. A final

written report shall be furnished to Sponsor upon completion of the Research within 60 days of

the last day of the project period and after the final payment has been received.

6. Equipment. All equipment, instruments and materials purchased or used by University in

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connection with performance of the Research shall at all times remain under the sole control and

ownership of University.

7. Confidentiality.

7.1. Confidential Information. “Confidential Information” shall mean all reports, data,

other information of a proprietary, technical or business nature provided by one Party to the

other Party in connection with and related to the Research, whether in oral, written, graphic

or electronic form and which is clearly marked or otherwise communicated to the recipient

Party as Confidential Information. If disclosed in written form, Confidential Information

shall be marked as “Confidential,” “Proprietary,” or with a similar designation. For

information disclosed other than in written form, the information shall be indicated as

Confidential Information at the time of disclosure and the disclosing Party shall provide the

receiving Party with a written summary of the Confidnential Information, marked in

accordance with this Section 7.1, within thirty (30) days of the disclosure. Confidential

Information shall not include information which:

a) is presently or becomes generally known or available to the public through no act

or failure to act by the recipient party in breach of this Agreement;

b) is known by the recipient party at the time the information is received or, in the

case of Intellectual Property, at the time of recipient Party’s generation of such

Intellectual Property;

c) is hereafter furnished to the recipient Party by a third party, as matter of right and

without restriction on disclosure;

d) has been developed independently by recipient Party, as evidenced by

contemporaneous written documentation.

e) is required by law, regulation, or court order to be disclosed. In the event of a

request for such a disclosure, recipient Party will, to the extent permitted, provide

the disclosing Party with prompt written notice thereof so that disclosing Party

may seek a protective order or other appropriate remedy.

7.2. Confidentiality Obligation. During the term of this Agreement and for a period of

three (3) years thereafter, each Party will maintain all Confidential Information of the other

Party as confidential and will not disclose any such Confidential Information or use any such

Confidential Information for any purpose except as expressly authorized in the Agreement or

to perform necessary tasks for the subject matter of this Agreement. A recipient Party will

promptly notify a disclosing Party upon discovery of any unauthorized use or disclosure of

the disclosing Party’s Confidential Information.

7.3. Open Records Act. Notwithstanding the foregoing, Sponsor acknowledges that

University is a governmental entity and thus subject to the Nevada Open Records Act, NRS

Code 239.005 to 239.011. Pursuant to the Act, this Agreement, any confidential information

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provided pursuant hereto, may be subject to public disclosure. Any person who provides

University with records that such person believes should be protected from disclosure for

business reasons must indicate the confidentiality of such records upon disclosure.

8. Data Ownership. University shall retain ownership of all data and information generated as a

result of conducting the Research. University grants Sponsor a royalty free non-exclusive license,

with right to sublicense, to use the data for internal and commercial purposes.

9. Publication. Sponsor recognizes that the results of University’s involvement in the

Research must be publishable or otherwise available for public dissemination, and agrees that

University has the right to present at international, national or regional professional meetings or

symposia, and to publish in journals, theses, or dissertations, or otherwise of their own choosing,

methods, information and data resulting from or gained in pursuing the Research in connection

with this Agreement.

[* Additional Text If Needed]

Notwithstanding the foregoing, University agrees that it shall not publish the results of research

conducted in connection with this Agreement, without the prior written consent of Sponsor, until

the expiration of three (3) months following the first to occur of either the termination of this

Agreement or submission of the final written report required under Section 4 hereof. In the event

University wishes to publish research results prior to the expiration of the above described three

(3) month period, University shall first provide to Sponsor written notice of University’s intent to

publish and a draft of such publication. Sponsor shall have thirty (30) days after receipt of the

draft publication to request in writing the removal of Confidential Information [*or Intellectual

Property as defined in Addendum A – only if there is an addendum A] or to request a delay in

submission of the draft for publication pending Sponsor’s application for patent protection. In

either event, University shall have no obligation to delay publication of the draft for longer than

three (3) months following delivery of University’s notice to Sponsor of intent to publish. If

University does not receive Sponsor’s written response to the notice of intent to publish within

the thirty (30) day period, then Sponsor shall be deemed to have consented to such publication.

Information supplied to University by Sponsor and identified by Sponsor as Confidential

Information shall be deleted from the materials submitted, or portions thereof will be rewritten so

as to protect the proprietary rights of Sponsor; provided that the Principal Investigator shall have

final authority to determine the scope and content of any publication.

10. Intellectual Property.

10.1. University Intellectual Property. Intellectual property independently conceived or

reduced to practice or writing by University prior to entering into this Agreement with no

facilities, contribution, involvement or support by Sponsor, as to its conception or reduction

to practice, shall remain the sole and exclusive property of University, and Sponsor shall

have no title or claim to such intellectual property.

10.2. Sponsor Intellectual Property. Intellectual property independently conceived or

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reduced to practice or writing by Sponsor prior to entering into this Agreement with no

facilities, contribution, involvement or support by University, as to its conception or

reduction to practice, shall remain the sole and exclusive property of Sponsor, and the

University shall have no title or claim to such intellectual property. Sponsor shall allow

University access to Sponsor Intellectual Property only as far as is necessary to allow

University to successfully conduct the Scope of Work of this Agreement.

10.3. Intellectual Property Conceived During Performance of Agreement. In the event

intellectual property is conceived or reduced to practice or writing in the performance of this

Agreement, the provisions of Addendum A shall be applicable. [*Optional]

11. Materials Transfer. In the event materials are requested for use in the performance of this

Agreement, the provisions of Addendum B shall be applicable. [*Optional]

12. Indemnification.

12.1. Indemnification by University. Indemnification by University. To the extent limited in

accordance with NRS 41.0305 to NRS 41.039, University shall indemnify, defend, and hold

harmless Sponsor from and against any and all liabilities, claims, losses, lawsuits, judgments,

and/or expenses, including attorney fees, arising either directly or indirectly from any act or

failure to act by University or any of its officers or employees, which may occur during or

which may arise out of the performance of this Agreement. University will assert the defense

of sovereign immunity as appropriate in all cases, including malpractice and indemnity

actions. University indemnity obligation for actions sounding in tort is limited in accordance

with the provisions of NRS 41.035 to $100,000 per cause of action.

12.2. Indemnification by Sponsor. Sponsor shall indemnify, defend and hold harmless

University, its directors, officers, agents and employees against any actions, suits,

proceedings, liabilities and damages that may result from the negligent acts or omissions of

Sponsor, its officers, agents or employees in connection with this Agreement.

* NOTE: We are not required to include an indemnification provision. If necessary, this is

the clause approved by the Board of Regents.

13. Compliance With Laws. In performance of the Research, Sponsor and University shall

comply with all applicable federal, state and local laws, codes, regulations, rules and orders.

14. Relationship of Parties. In assuming and performing the obligations of this Agreement,

University and Sponsor are each acting as independent parties and neither shall be considered or

represent itself as a joint venturer, partner, agent or employee of the other. Neither party shall

use the name or any trademark of the other party in any advertising, sales promotion or other

publicity matter without the prior written approval of the other party.

15. Termination and Survival.

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15.1. Termination. This Agreement may be terminated by either party at any time, by

giving written notice thereof to the other party. Such termination shall be effective thirty

(30) days after receipt of such notice. Termination shall not relieve either party of any

obligation or liability accrued hereunder prior to such termination, or rescind or give rise to

any right to rescind any payments made prior to the time of such termination.

15.2. Survival. Termination of this Agreement by either party, for any reason, shall not

affect the rights and obligations of the parties accrued prior to the effective date of

termination of this Agreement. No termination of this Agreement, however effectuated, shall

affect the parties’ rights and obligations under Paragraphs 7, 8, 9, 10 [and 11] of this

Agreement.

16. Uncontrollable Forces. Neither Sponsor nor University shall be considered to be in default

of this Agreement if delays in or failure of performance shall be due to uncontrollable forces the

effect of which, by the exercise of reasonable diligence, the nonperforming party could not

avoid. The term “uncontrollable forces” shall mean any event which results in the prevention or

delay of performance by a party of its obligations under this Agreement and which is beyond the

control of the nonperforming party. It includes, but is not limited to, fire, flood, earthquakes,

storms, lightning, epidemic, war, riot, civil disturbance, sabotage, inability to procure permits,

licenses, or authorizations from any state, local, or federal agency or person for any of the

supplies, materials, accesses, or services required to be provided by either Sponsor or University

under this Agreement, strikes, work slowdowns or other labor disturbances, and judicial restraint.

17. Miscellaneous.

17.1. Assignment. Neither party shall assign or transfer any interest in this Agreement, nor

assign any claims for money due or to become due under this Agreement, without the prior

written consent of the other party.

17.2. Entire Agreement. This Agreement, with its attachments, constitutes the entire

agreement between the parties regarding the subject matter hereof and supersedes any other

written or oral understanding of the parties. This Agreement may not be modified except by

written instrument executed by both parties.

17.3. Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the parties, their successors and permitted assigns.

17.4. Notices. Except as provided in Section 3 hereof regarding payment of invoices, any

notice or other communication required or permitted to be given to either party hereto shall

be in writing and shall be deemed to have been properly given and effective: (a) on the date

of delivery if delivered in person during recipient’s normal business hours; or (b) on the date

of delivery if delivered by courier, express mail service or first-class mail, registered or

certified, return receipt requested. Such notice shall be sent or delivered to the respective

addresses given below, or to such other address as either party shall designate by written

notice given to the other party as follows:

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To University

Attn: Charlene Hart

Office of Sponsored Projects

University of Nevada, Reno

204 Ross Hall MS 325

Reno, NV 89557

To Sponsor:

17.5. Order of Precedence. In the event of any conflict, inconsistency or discrepancy

amount, the Agreement and any other documents listed below shall be resolved by giving

precedence in the following order.

(a) This Agreement including the Exhibits hereto

(b) Purchase Order issued by Sponsor. In the event a purchase order is issued under this

Agreement and such purchase order contains standardized terms and conditions, the

terms and conditions of this Agreement shall supercede and replace all such purchase

order standardized terms and conditions.

17.6. Governing Law and Disputes. This Agreement shall be interpreted and construed in

accordance with the laws of the State of Nevada, without application of any principles of

choice of laws. Disputes that cannot be resolved by Sponsor and University shall be

determined by a court of competent jurisdiction in the State of Nevada.

17.7. Nonwaiver. A waiver by either party of any breach of this Agreement shall not be

binding upon the waiving party unless such waiver is in writing. In the event of a written

waiver, such a waiver shall not affect the waiving party’s rights with respect to any other or

further breach.

17.8. Use of Name. Sponsor may not use the name of University in any news release or

advertising or any publications directed to the general public without written approval of

University.

17.9. Attorney Fees. The prevailing Party in any action or suit to enforce the terms or

conditions of this Agreement shall be entitled to recover its costs of court and reasonable

attorneys’ fees incurred in enforcing the terms or conditions of this Agreement.

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17.10. Counterparts and Facsimile Signatures. This Agreement may be executed in one or

more counterparts each of which shall be deemed an original but all of which together shall

constitute one and the same instrument. Signed signature pages may be transmitted by

facsimile, and any such signature shall have the same legal effect as an original.

17.11. Severability. If any provision of this Agreement is held void or unenforceable, the

remaining provisions shall nevertheless be effective, the intent being to effectuate this

Agreement to the fullest extent possible.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their

duly authorized representatives effective as of the day and year first written above.

[INSERT NAME OF SPONSOR] BOARD OF REGENTS, NSHE OBO

UNIVERSITY OF NEVADA, RENO

“Sponsor” “University”

By: By:

Signature Signature

Name: Name:

(Please print) Charlene Hart

Title: Title: Director,

Office of Sponsored Projects

Date: Date:

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APPENDIX A

SCOPE OF WORK

[Insert Scope of Work referenced in Article 1.]

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APPENDIX B

BUDGET

[Insert Budget referenced in Article 3.1]

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Intellectual Property

* NOTE: The following provisions may be added to any agreement where new Intellectual

Property may come about as a result of the contemplated research.

1. Intellectual Property. Any and all inventions, devices, processes (including without

limitation, processes of using devices or of manufacturing such devices), methods, compositions

or products or software, whether patentable or unpatentable, and works of authorship, which are

conceived or reduced to practice or writing during the term of this Agreement, developed as a

result of conducting the Research for Sponsor, and within the Scope of Work herein.

2. Disclosure of Intellectual Property. The Parties agree to disclose all Intellectual Property in

writing to the other Party within thirty (30) days of determining the existence of such Intellectual

Property (“Disclosure”).

3. Intellectual Property Rights.

3.1. Sponsor Project Intellectual Property. Sponsor shall own all right, title, and interest in

all Intellectual Property conceived or reduced to practice solely by Sponsor and/or

Sponsor’s employees in carrying out the Scope of Work and may, at its election, file all

patent applications relating thereto.

3.2. University Project Intellectual Property. University shall own all right, title, and

interest in all Intellectual Property conceived or reduced to practice solely by

University and/or University’s employees in carrying out the Scope of Work and may,

at its election, file all patent applications relating thereto.

3.3. Joint Project Intellectual Property. University and Sponsor shall jointly own all right,

title, and interest in all Intellectual Property conceived or reduced to practice by

inventors who include both Sponsor and/or Sponsor’s employees and University and/or

University’s employees. University and Sponsor will confer regarding the filing of

patent applications related to Joint Project Intellectual Property, but either Party may

file patent applications relating to Joint Project Intellectual Property at its election and

sole expense, absent express written agreement with the other Party otherwise. The

non-filing Party shall provide reasonable assistance to the filing Party regarding any

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Party’s request and at the filing Party’s reasonable expense.

3.4. Option. In consideration of Sponsor’s support of University in funding the Research,

University hereby grants to Sponsor an option to negotiate an exclusive license to

University Project Intellectual Property and University’s interest in Joint Project

Intellectual Property. Such option shall expire six (6) months after University has

provided written notice to Sponsor of any Intellectual Property (“Option Period”).

Upon execution of the option in writing, the parties will meet within thirty (30) days to

begin negotiating the terms of the license. The parties agree to negotiate in good faith

and the terms of the license will be reasonable in relation to typical licenses in the field

and industry. In the event a license is not executed within three (3) months from the

exercise of the option, or the option is not exercised within the Option Period, the

University shall be free to license University Project Intellectual Property and

University’s interest in Joint Project Intellectual Property to others in the University’s

sole discretion.

4. Rights of Federal Government in Intellectual Property. Notwithstanding the foregoing, the

Parties understand and agree that certain Intellectual Property may be subject to a reservation of

rights of federal agencies which support the Research, as set forth in 37 C.F.R. § 401 and 35

U.S.C. §§ 200-212, (“The Bayh-Dole Act”), and agree to comply therewith.

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ADDENDUM B

Material Transfer Agreement

Pursuant to the Research Agreement by and between University and Sponsor, [insert

“University” or “Sponsor” as appropriate] as the “RECIPIENT” has requested of [insert

“University” or “Sponsor” as appropriate] as the “PROVIDER” to transfer to it certain

MATERIAL to be used in connection with the performance by RECIPIENT of its duties under

the Agreement.

I. Definitions:

1. PROVIDER: Organization providing the ORIGINAL MATERIAL.

2. PROVIDER SCIENTIST: The specific researcher at PROVIDER who will be

supplying the ORIGINAL MATERIAL, whose name and address is:

Name:

Title:

Address:

3. RECIPIENT: Organization receiving the ORIGINAL MATERIAL.

4. RECIPIENT SCIENTIST: The specific researcher at RECIPIENT who will be

receiving the ORIGINAL MATERIAL, whose name and address of is specified below.

Name:

Title:

Address:

5. ORIGINAL MATERIAL: The description of the material being transferred is:

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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: Other than as may be explicitly provided in the Scope

of Works, 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.

12. EFFECTIVE DATE: The Effective Date of the Research Agreement.

II. Terms and Conditions of this Agreement:

1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL

contained or incorporated in MODIFICATIONS.

2. Ownership of MODIFICATIONS (except that, the PROVIDER retains ownership

rights to the MATERIAL included therein) and those substances created through the use of the

MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED

DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL,

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PROGENY, UNMODIFIED DERIVATIVES) shall be determined as set forth in Addendum A

for Intellectual Property.

3. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:

(a) is to be used solely in the Research for the explicit purposes set forth in the

Scope of Work;

(b) will not be used in human subjects, in clinical trials, or for diagnostic

purposes involving human subjects without the written consent of the

PROVIDER;

(c) 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

(d) will not be transferred to anyone else within the RECIPIENT organization

without the prior written consent of the PROVIDER.

4. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER

any request for the MATERIAL from anyone other than those persons working under the

RECIPIENT SCIENTIST’s direct supervision. To the extent supplies are available, the

PROVIDER or the PROVIDER SCIENTIST agrees to make the MATERIAL available, under

an agreement having terms consistent with the terms of this Agreement, to other scientists (at

least those at NONPROFIT ORGANIZATION(S)) who wish to replicate the RECIPIENT

SCIENTIST’s research; provided that such other scientists reimburse the PROVIDER for any

costs relating to the preparation and distribution of the MATERIAL.

5.

(a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right,

without restriction, to distribute substances created by the RECIPIENT through

the use of the ORIGINAL MATERIAL only if those substances are not

PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS.

(b) Under a separate agreement at least as protective of the PROVIDER’s rights

as this Agreement, the RECIPIENT may distribute MODIFICATIONS to

NONPROFIT ORGANIZATION(S) for research and teaching purposes only.

(c) Without written consent from the PROVIDER, the RECIPIENT and/or the

RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for

COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such

COMMERCIAL PURPOSES may require a commercial license from the

PROVIDER and the PROVIDER has no obligation to grant a commercial license

to its ownership interest in the MATERIAL incorporated in the

MODIFICATIONS. Nothing in this paragraph, however, shall prevent the

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RECIPIENT from granting commercial licenses under the RECIPIENT's

intellectual property rights claiming such MODIFICATIONS, or methods of their

manufacture or their use.

6. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a

patent application. Except as provided in this Agreement, 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. 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.

7. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS

for COMMERCIAL PURPOSES, the RECIPIENT agrees, in advance of such use, to negotiate

in good faith with the PROVIDER to establish the terms of a commercial license. It is

understood by the RECIPIENT that the PROVIDER shall have no obligation to grant such a

license to the RECIPIENT, and may grant exclusive or non-exclusive commercial licenses to

others, or sell or assign all or part of the rights in the MATERIAL to any third party(ies), subject

to any pre-existing rights held by others and obligations to the Federal Government.

8. 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.

9. 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.

10. 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

SCIENTIST agrees to provide appropriate acknowledgement of the source of the MATERIAL in

all publications.

11. The RECIPIENT agrees to use the 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.

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12. This Agreement will terminate on the earliest of the following dates: (a) when the

MATERIAL becomes generally available from third parties, for example, though reagent

catalogs or public depositories, (b) the earlier of the termination or expiration of the Research

Agreement, or (c) on thirty (30) days written notice by either party to the other, provided that:

(i) if termination should occur under 12(a), the RECIPIENT shall be bound to the

PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from

the then-available resources; and

(ii) if termination should occur under 12(b) or 12(c) above, 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.

13. Paragraphs 6, 8, and 9 shall survive termination.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as duly authorized

agents of their respective organizations.

(SPONSOR) BOARD OF REGENTS OF THE NEVADA

SYSTEM OF HIGHER EDUCATION, ON

BEHALF OF THE UNIVERSITY OF

NEVADA, RENO

Date: Date:

By: By:

Name: Name: Ryan A. Heck

Title: Title: Patent Counsel and Director

Technology Transfer Office

Accepted and agreed to this ___________day of __________________ , 20____

____________________________________ ________________________________

Signature of Principal Investigator Institution

___________________________________ _________________________________

Printed Name of Principal Investigator Address

____________________________________ _________________________________

Title

____________________________________ _________________________________

Telephone