2. The MATERIAL will only be used in the field of protein complex purification.

3. The MATERIAL will only be used for research purposes and for no commercial purpose whatsoever.

4. The RECIPIENT and the UNIVERSITY will not manufacture, sell or sublicense for manufacture and sale upon commercial basis the MATERIALS. The MATERIALS will be used in accordance with applicable laws and regulations. The MATERIALS will not be used in humans. Any other use or exploitation of the MATERIALS requires the prior consent of CELLZOME which may demand compensation from the RECIPIENT and/or UNIVERSITY.

5. Nothing in this agreement shall be construed as granting any license under any intellectual property right vested into CELLZOME or any right to use the MATERIALS or any CELLZOME information other than herein expressly specified.

6. The UNIVERSITY, the RECIPIENT, the Principal Scientist and any research assistants, co-workers or other workers who may use MATERIALS or related information agree not to transfer, transmit or in another way disclose the MATERIALS to third parties without the prior consent of CELLZOME.

7.1. The RECIPIENT will use the MATERIALS exclusively for research activities within his field of duty as described in his contract with the UNIVERSITY.

7.2. The RECIPIENT will inform CELLZOME about all inventions made in accordance with the MATERIAL immediately after the invention was reported to the UNIVERSITY, i.e. immediately after the invention has been made. He will provide CELLZOME with copies of all documents submitted to the UNIVERSITY in accordance with Sec. 5 Par. 1 and 2 of the German Act on Employee Inventions ("GAEI").
The UNIVERSITY will inform CELLZOME if a reported invention was claimed or not and whether the claim was restricted or not. It will also inform CELLZOME if it has released the invention according to Sec. 8 Par. 1 No. 1 GAEI. The UNIVERSITY will inform CELLZOME immediately after the respective decision has been made and was communicated to the RECIPIENT.
CELLZOME will keep all information obtained in relation with the invention confidential.

7.3. If the UNIVERSITY claims the invention without any restriction, it hereby grants to CELLZOME the first option to an exclusive license at a reasonable royalty to be negotiated in good faith between the UNIVERSITY and CELLZOME based on each party's contribution, to commercially use the invention or substance, under terms that are commercially reasonable, notwithstanding the rights of the RECIPIENT according to Sec. 42 No. 3 GAEI.
If the UNIVERSITY does not claim the invention, and the invention, therefore, is released, the RECIPIENT hereby grants CELLZOME the first option to an exclusive license at a reasonable royalty to be negotiated in good faith between the parties based on each party's contribution, to commercially use the invention or substance, under terms that are commercially reasonable.
If the UNIVERSITY makes a restricted claim, the RECIPIENT hereby grants CELLZOME the option for a non-exclusive license at a reasonable royalty to be negotiated in good faith between the parties based on each party's contribution, to commercially use the invention or substance, under terms that are commercially reasonable.

7.4. In relation to CELLZOME, the RECIPIENT waives this rights provided for in Sec. 42 No. 2 GAEI to refrain from publication of his invention and, therefore, from reporting the invention to the UNIVERSITY.

7.5. The RECIPIENT will inform CELLZOME about results of the research using the MATERIALS prior to publication. CELLZOME will keep these results confidential. In any publication resulting from the research using MATERIALS the RECIPIENT and/or UNIVERSITY will properly cite either party's contribution. Prior to publication, the RECIPIENT and/or UNIVERSITY will afford CELLZOME the opportunity to review and comment on any intended public disclosure covering the research or the results of the RECIPIENT by providing CELLZOME with a copy of the proposed publication two months in advance of its submission for publication. In no event will any such publication by the RECIPIENT or Principal Scientist and/or UNIVERSITY contain any confidential information without prior approval by CELLZOME.

7.6. Either party's obligation for confidentiality shall not extend to any information which is or becomes generally available to the public, is already known or subsequently disclosed by third parties to the recipient party and at its free disposal or is required to be disclosed by law.

8. CELLZOME and EUROSCARF do not assume any responsibility for the MATERIALS and the use of the MATERIALS. CELLZOME and EUROSCARF will not assume any liability for damages occurring through the use of the MATERIALS. CELLZOME and EUROSCARF do not guarantee the suitability of the MATERIALS for any applications. To the extent permitted by law, the RECIPIENT and the UNIVERSITY will hold CELLZOME and EUROSCARF harmless for any claims on damages which occur during the RECIPIENT'S use of the MATERIALS. CELLZOME and EUROSCARF do not warrant for any possible infringement of rights.

9. The RECIPIENT and the UNIVERSITY have to acquire on their own all necessary licenses for the use of the MATERIALS.

10. This agreement may be terminated by either party of this agreement. with two months notice. In case of termination, the RECIPIENT will return the MATERIALS and their modifications to CELLZOME.

11. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

12. Damages at law may be an inadequate remedy for breach of any of the covenants, promises and agreements contained in this Agreement and accordingly, Institution and Investigator agree that CELLZOME shall be entitled to injunctive relief without the necessity of providing actual damages for any such breach in addition to all other remedies available at law or in equity.

13. UNIVERSITY/INSTITUTION and PRINCIPAL SCIENTIST and CELLZOME accept the above terms and conditions by signing a copy of this Agreement and returning it to EUROSCARF.