Common use of Terms of Distribution Clause in Contracts

Terms of Distribution. University hereby instructs WiCell to Distribute the Biomaterial in accordance with the terms of the Material Transfer Agreement (“MTA”) attached to this Addendum as Exhibit C. University represents and warrants that the MTA includes all provisions necessary to authorize WiCell to Distribute the Biomaterial in accordance with applicable laws and without violation of any third party rights. University agrees that WiCell shall not be required to communicate any further provisions on behalf of University or Researcher to Recipients governing the Distribution of the Biomaterial absent separate written agreement. University and/or Researcher agrees to promptly notify WiCell of any changes to the MTA applicable to the Biomaterial, so that WiCell may replace the MTA and Distribute the Biomaterial in accordance the most current version. University and/or Researcher agrees to immediately notify WiCell in writing of any information University or Researcher learns during the Term of the Agreement that suggests (a) the Biomaterial infringes or potentially infringes third party intellectual property or (b) that University otherwise does not have the right to transfer the Biomaterial to WiCell and Recipients and Recipient Scientists for the purposes set forth in the Agreement.