The Cultivated B. GmbH

Material Transfer Agreement (MTA)

This Material Transfer Agreement (“MTA”), effective when signed on behalf of the receiving party as identified in the purchase order (“Recipient”), governs an arrangement in which The Cultivated B. GmbH (“TCB”) makes available the Biological Material described in Paragraph 1 below to RecipientRecipient will utilize and hold the Biological Material in trust solely for the purposes set forth in this MTA. 

1.  The Biological Material to be furnished is described in the purchase order (“Biological Material”). 

Additionally, TCB will provide to Recipient non-biological materials and information relating to the Biological Material, including, but not limited to quality control data, chemical safety information pertaining to the Biological Material to enable verification of the nature of the Biological Material, and any other data deemed necessary or useful for Recipient’s conduct of the Research Purpose (“Other Materials”).  

The Biological Material and Other Materials are the property of TCB. 

2.  TCB will retain the unrestricted right to distribute the Biological Material and Other Materials to other commercial or noncommercial entities.   

3.  Recipient will only use the Biological Material and Other Materials for scientific research in the laboratory for conducting experiments with TCB’ permission to evaluate the use of the Biological Material (“Research Purpose”). Nothing in this MTA grants Recipient any rights under any patents or any rights to use any products or processes derived from or with Biological Material for profit‐making or commercial purposes. Recipient agrees to negotiate in good faith any licenses, or other commercial agreements, with TCB before making any profit‐making or commercial use of any product or process derived from the Biological Material.   

4.  TCB has no obligation to grant a license to Recipient and TCB may grant exclusive and nonexclusive licenses to others who may be investigating uses of the Biological Material.  TCB will have rights to an exclusive paid-up license, from Recipient to any improvements to the Biological Material and Other Materials, developed by Recipient during the duration of this MTA.  Recipient will have 1 year from the purchase order date to conduct the Research Purpose.  At the end of that period, Recipient and TCB may either enter into good faith negotiations for the commercial use of the Biological Material, or else Recipient should destroy the Biological Material and Other Materials within thirty (30) days and certify the same to TCB in writing.  For the avoidance of doubt, unless otherwise expressly agreed in writing by the parties, no Biological Material or Other Materials shall be returned to TCBRecipient agrees to obtain all licenses, certifications, or permits necessary to conduct any test and experiment. 

6.  Recipient understands that the Biological Material is experimental in nature, and TCB makes no representations and extends no warranties of any kind, express or implied.  In no event shall TCB be liable for Recipient’s acceptance, use, storage or disposal of such Biological Material, and Recipient agrees to defend, indemnify, and hold TCB harmless from any loss, claim, damage, or liability, of whatsoever kind or nature, which may arise from such acceptance, use, storage or disposal. 

7.  Recipient will not transfer the Biological Material or Other Materials to any third party (except insofar as such third party may be engaged by Recipient to perform some aspect of the Research Purpose on Recipient’s behalf) and will direct any third-party requests to TCB

8.  Paragraphs 3, 6 and 7 will survive the termination or expiration of this MTA, which may be amended only by a written and fully‐signed subsequent agreement between the parties. 

For any other purpose other than mentioned in this MTA in particular any intended commercial use, requests shall be addressed to