Order.

Sequins Supply Acknowledgements.

The Garvan Institute of Medical Research of 384 Victoria St, Darlinghurst, New South Wales, 2010 Australia (ABN 62 330 391 937) (Garvan) will supply the following Materials:
(i) Sequins, Garvan proprietary synthetic RNA or DNA fragments that act as quantitative and qualitative controls and reference standards for next-generation sequencing (NGS)
(ii) Data files for analysis of sequins, including the corresponding (a) Synthetic DNA fragment sequences, (b) Reference synthetic chromosome/genome sequences to which the Sequins align, (c) Mixture concentrations of Sequins; (d) Example data files (NGS libraries); and (e) Sequin annotation and resource files.
(iii) Anaquin, a Garvan proprietary computer program and training materials for analysis of next-generation data containing Sequins.

Garvan’s offer to supply Materials is conditioned upon your organisation’s (the Recipient) acceptance of the following terms and conditions. The Recipient is deemed to have accepted these terms and conditions unless it returns the Materials to Garvan unopened and unused within 10 days after receipt by Recipient.

The Recipient acknowledges that the Recipient must:
1. only use the Materials for internal academic research and not for any commercial purposes;
2. not intended for human or animal therapeutic or diagnostic purposes;
3. not otherwise attempt to reproduce, reverse engineer or decompile the Materials;
4. not sell, lease, loan or otherwise provide the Materials or disclose any confidential information relating to the Materials to any third party for any purpose;
5. provide Garvan annually with (i) all details or results of any performance data relating to the Materials and their use, and; (ii) within 30 days of project completion or termination of this agreement (whichever is earliest) a report setting out all data, findings, results and discoveries relating to the Materials and their use;
6. cite, by authorship or acknowledgement, Garvan and Tim Mercer in any oral presentation or written publications resulting from the use of the Materials or which include any data, findings, results or discoveries relating to the use of the Materials and provide Garvan a copy of each manuscript at least 30 days prior to submission;
7. notify Garvan if the Recipient wishes to file any patent application(s) claiming inventions made by the Recipient as a result of using the Materials (Recipient Inventions) by providing a copy of the specification at least thirty (30) days prior to filing, but if the Recipient Inventions incorporate / use anything that is confidential to Garvan or any invention subject of a patent or patent application in the name of Garvan, then the Recipient cannot use any of that information or material or invention in Recipient Inventions without Garvan’s prior written consent or licence (over which Garvan has sole and absolute discretion); and
8. dispose of / destroy any unused Materials and all confidential information relating to the Materials if this agreement is terminated.The Recipient also acknowledges that:9. the Materials have not been approved / cleared / licensed by the Australian Therapeutic Goods Administration or any other regulatory entity anywhere for any specific intended use and the Recipient must ensure it has any necessary regulatory approvals for its own intended use of the Materials;
10. the Materials remain Garvan’s sole property and the Recipient:
(a) only has a non-exclusive right to use the Materials in accordance with any additional documentation or operating procedures Garvan notifies to the Recipient (but subject to these terms);
(b) has no other express or implied rights to any patents / patent applications / trade secrets or other proprietary rights of Garvan (for example, but without limitation, where the Materials are / become subject of a patent application by Garvan) for any purpose but especially commercial purposes (including, without limitation: manufacturing, quality control, commercial or contract services, reporting results of your activities for a form of consideration or in research funded partially or wholly by any commercial entity); and(c) only has a personal right and licence to use the Materials and such rights cannot be assigned or transferred;
11. Garvan may assign, encumber, declare a trust over or otherwise deal with its interest in the Materials and / or its rights under this agreement without notifying or seeking consent of the Recipient, and may disclose to any potential holder of the right / interest in the right any information relating to this agreement or any party to it;
12. the composition of the Materials, improvements to the Materials and any information (in any form) solely and directly relating to the Materials provided by Garvan to the Recipient (excluding any information in the public domain) is Garvan’s confidential information (Confidential Information) which the Recipient must keep strictly confidential and only use it for the purposes for which it is disclosed and must not disclose any Confidential Information to any third party without Garvan’s prior written consent;
13. in consideration for supplying the Materials at no cost, Garvan:(a) has a perpetual, non-exclusive, non-transferrable, cost-free licence to use Recipient Inventions, discoveries, results or know-how that arise as a result of using the Materials for the sole purpose of Garvan’s internal research and teaching;
14. if the Recipient breaches any of these terms, Garvan may immediately terminate this agreement by written notice;
15. except to the extent prohibited by law, Garvan makes no representation or warranty that use of the Materials pursuant to this agreement will not infringe on any third party rights that may interfere with the Recipient’s ability to undertake the research, or that the Materials are fit for the particular purpose for which it was acquired by the Recipient;
16. except to the extent prohibited by law, Recipient assumes all the risk and liability for all and any damages, losses, costs, expenses (including legal expense) or other liability of any nature (Loss) arising from or in relation to the Recipient’s use, storage or disposal of the Materials;
17. to the extent allowed by law, the Recipient shall indemnify Garvan and its officers, agents, employees and contractors from and against all Loss arising from a third party claim, suit or demand arising from or in relation to the Recipient’s use, storage or disposal of the Materials, or the Recipient’s breach of this agreement (except the extent that the Loss was caused by the gross negligence or wilful misconduct of Garvan); and
18. this agreement is governed by the laws of New South Wales, Australia.