[Commercial Entity]

        THIS MATERIAL TRANSFER AGREEMENT (the "Agreement") is made and entered into as of the _____ day of ____________, 2005 (the "Effective Date"), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit Pennsylvania corporation, having an office at 350 Thackeray Hall, Pittsburgh, PA 15260 (the "UNIVERSITY"), and ____________________________________________ ("RECIPIENT").

        In response to the RECIPIENT’s request for the transfer of ______________________________ ("Materials"), UNIVERSITY is willing to provide such Materials, subject to the following terms and conditions:

1.     Upon request for a specific quantity of Materials by RECIPIENT, such Materials shall be provided by UNIVERSITY to RECIPIENT, subject to availability of such Materials. The availability of such Materials shall be determined solely by UNIVERSITY.

2.     The Materials remain the property of the UNIVERSITY. The Materials are to be used under your immediate and direct control only for scientific research within the above identified RECIPIENT and are not to be used: (a) in any product, (b) for the purpose of producing any product, or (c) for providing any service in which a product or service is sold or otherwise made commercially available. No other right or license, patent or otherwise, is granted to RECIPIENT for the use of the Materials as a result of our transmission of them to you.

3.     The Materials are not to be sold, distributed or otherwise made available to any other party for any purpose.

4.     The Materials are to be used with prudence and appropriate caution in any experimental work since not all their characteristics are known. THEY ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. RECIPIENT agrees to release the UNIVERSITY, its trustees, appointees, employees and agents from any liability in connection with use of the Materials by you. RECIPIENT agrees to defend and indemnify the UNIVERSITY, its trustees, appointees, employees and agents from any and all claims and damages in any way arising from the acquisition or use of the Materials by RECIPIENT.

5.     The Materials will be used in compliance with all applicable statutes and regulations, including NIH guidelines on the use of animals or recombinant DNA. The Materials may not be used for in vivo testing in human subjects. Materials derived from human donors may not be transferred with any individual donor identifying information.

6.     This Agreement shall terminate one (1) year from the date on which it was signed, unless terminated or extended through written agreement of the parties. Either party may terminate this Agreement prior to the expiration of the designated term by giving sixty (60) days written notice to the other. The obligations of Recipient hereunder shall survive termination.

7.     Upon the execution of this Agreement, RECIPIENT shall be authorized to receive Materials from UNIVERSITY. Requests for specific quantities shall be processed by UNIVERSITY as Materials are available. A cost recovery fee in the amount of $_______ per __________ will be charged at the time of such shipments.

     Allen A. DiPalma                                 Date
     Director, Office of Research
     Authorized Individual for the Institution       Date
     Printed Name:________________________