Exhibit 10.108
MATERIAL TRANSFER AGREEMENT
This Agreement establishes the terms under which the parties hereto
agree that The Procter & ▇▇▇▇▇▇ Company (hereinafter, together with its
affiliated companies, referred to as "Provider") shall provide IGI
(hereinafter referred to as "Institution"), with a P&G perfume that IGI
will incorporate into their delivery technology (hereinafter, together with
any progeny, clones, transcription products, or translation products
thereof, referred to as "Material").
1. Use of the Material
1.1 The primary recipient within the Institution of the Material
will be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter referred to as "Recipient").
1.2 The Institution shall not deliver the Material to any
individual other than the Recipient, whether inside or outside of the
Institution, without first obtaining the express written consent of the
Provider. The Recipient shall not transfer the Material to any third party,
whether inside or outside of the Institution, without first obtaining the
express written consent of the Provider.
1.3 The Institution and Recipient shall limit the use of the
Material to experimental purposes only, and will restrict their use of the
Material to that which is described in Attachment I, attached hereto. Said
Attachment I is hereby incorporated by reference to this Agreement to the
extent it is consistent with the terms herein. The Institution and
Recipient agree not to analyze or otherwise attempt to identify the
Material.
1.4 The Institution and Recipient shall use the Material in
compliance with applicable federal, state, or local laws, regulations or
ordinances.
1.5 Notwithstanding the terms of 3.4 below, the Institution and
Recipient shall not utilize the experimental results obtained through the
use of the Material to file a patent application with claims directed to
the manufacture or use of the Material, or to compositions containing the
Material, without the prior written consent of the Provider.
2. Provider's Confidential Information and Proprietary Materials
2.1 In preparation of and during the coarse of providing the
Material, it may be necessary for the Provider to disclose to the
Institution and the Recipient, orally or in writing, technical and business
information regarding the Material (hereinafter, referred to as
"Information"); all Information is considered to be highly confidential by
the Provider. The Institution and the Recipient agree to take all
reasonable precautions to prevent disclosure of Information to others, and
to not use Information except as needed to use the Material in accordance
with Paragraph 1.3 hereof, without the express written consent of the
Provider. These restrictions upon disclosure and use of Information shall
extend beyond the term of this Agreement for a period of five (5) years,
but shall cease to apply to any specific portion of Information which:
2.1.1 is already in the Institution's or the Recipient's
possession at the time of disclosure thereof;
2.1.2 is or later becomes available to the public other than by
the Institution's or the Recipient's default;
2.1.3 is received by the Institution or the Recipient from a
third party having no obligation of confidentiality to
the Provider;
2.1.4 is independently developed by the Institution by
personnel not aware of the Information; or
2.1.5 is required to be disclosed by law or government
regulation.
3. Publication of Material Research Data by the Institution and/or
Recipient
3.1 The Institution and the Recipient shall submit to the Provider,
for review, the text of any proposed oral or written disclosure relating to
the results of any research in which the Material is used, including any
abstract of the results, at least six (6) weeks in advance of any such
disclosure of the results, including the submission of such proposed
disclosure to a journal, editor, selection or review committee or person
for a meeting, or other third
party. The Institution and the Recipient shall consider any suggestions
from the Provider concerning said disclosure, but are not bound to
incorporate such suggestions in any oral or written publications except as
provided by Item 3.3.
3.2 The subject matter of any such publication shall not contain
Information without the written consent of the Provider.
3.3 The Institution or the Recipient shall not use the name of the
Provider or its affiliates, in publications or otherwise, without
appropriate written permission from the Provider, unless required by law or
government regulation.
3.4 If a potentially patentable invention results from the
Institution's or Recipient's use of the material and either the Provider
or the Institution wish to file a patent application covering such
invention, the parties shall negotiate in good faith to determine and agree
upon a reasonable delay of any oral or written disclosure of the results of
such use, in order to allow the Provider and/or the Institution to complete
development necessary for filing and file such patent application.
4. Express Disclaimer of Agency
4.3 It is specifically understood that under the terms of this
Agreement neither the Institution nor the Recipient is the agent or legal
representative of the Provider for any purpose whatsoever. The Institution
and the Recipient are not granted any authority to assume or to create any
obligation in behalf of or in the name of the Provider.
5. EXPRESS DISCLAIMER OF WARRANTY
5.3 THIS MATERIAL IS SUPPLIED TO THE INSTITUTION AND THE RECIPIENT
WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.4 PROVIDER MAKES NO REPRESENTATIONS THAT THE USE OF MATERIAL WILL
NOT INFRINGE ANY PATENT, OR PROPRIETARY RIGHTS OF THIRD PARTIES.
6. Indemnity
6.3 The Institution and the Recipient shall indemnify and hold
Provider, its directors, officers, employees, contractors, subcontractors,
and agents, harmless against any and all claims for loss, damage, or
injuries arising out of (1) use of the Material by the Recipient or
Institution or (2) the design, manufacture, distribution or use of any
derivative, product or process developed in connection with or arising out
of the Material by the Recipient or Institution to the full extent
permitted by the laws of the Recipient's home state. Such, indemnity shall
include all costs and expenses, including attorney fees and any costs of
settlement.
6.4 The Institution and the Recipient shall indemnify and hold
Provider, its directors, officers, and employees, contractors,
subcontractors, and agents, harmless from any claim, demand, liability or
obligation arising out of, or in connection with, any infringement of
property rights, by reason of manufacture, use, sale, distribution or
disposition of the Material by the Institution or Recipient, or the design,
manufacture, distribution or use of any derivative, product or process
developed in connection with or arising out of the Material by the
Recipient or Institution to the full extent permitted by the laws of the
Recipient's home state. Such indemnity shall include all costs and
expenses, including attorney fees and any costs of Settlement.
7. Agreement Term and Termination
7.3 This Agreement shall become effective on the last date of
execution of this Agreement by the parties hereto, and shall continue in
effect until the Institution and the Recipient are no longer in possession
of the Material, or is terminated by written agreement by the parties
hereto.
7.4 The Provider may terminate this Agreement at its discretion.
The Provider will provide the Institution and the Recipient with a two (2)
week written notice of such termination. Upon such termination, the
Institution and the Recipient shall destroy or return any remaining
Material to the Provider.
7.5 The rights and obligations of the parties set forth in Sections
2, 3, 4 and 7, as well as any applicable government regulations, will
remain in effect beyond the date of termination of this Agreement.
8. Notices
8.3 All further communications to the Provider regarding this
Agreement should be directed to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
The Procter & ▇▇▇▇▇▇ Company
▇▇▇▇▇▇ ▇▇▇▇▇ Technical Center
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
8.4 All further communications to the Institution regarding this
Agreement should be directed to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
IGI
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
The Institution and Recipient represent that they are under no
obligation inconsistent with the terms and conditions set forth in this
Agreement.
In witness whereof, the Provider and the Institution by their duly-
authorized officers execute this Agreement. The Recipient also signifies
acceptance of this Agreement by signing in the space provided.
IGI THE PROCTER & ▇▇▇▇▇▇ COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------- ----------------------------
Title: VP Operations Title: Director - Research &
Development
Global Beauty Care,
Fragrance & Flavors
--------------------------- ----------------------------
Date: 12/1/03 Date: November 24, 2003
--------------------------- ----------------------------