abm Standard Material Transfer Terms

For Research Use Only Cell Products

TERMS OF USE: By purchasing, accepting, or using abm Materials, the Recipient agrees to these Material Transfer Terms and abm’s applicable Terms & Conditions. No separate signature is required unless otherwise specified.

Questions regarding licensing, commercial use, CRO use, or product-specific MTA requirements: licensing@abmgood.com

1 Parties and Scope

These Material Transfer Terms apply between Applied Biological Materials Inc. ("abm") and the purchasing institution or end user identified in the applicable order, quote, invoice, or other purchasing record (the "Purchaser").

abm provides the biological materials identified in the applicable purchasing record (the "Materials") solely for Research Use Only (RUO), subject to these Material Transfer Terms and abm's applicable Terms & Conditions. These terms become effective upon the Purchaser's order, purchase, receipt, acceptance, or use of the Materials, as applicable.

2 Definitions

“Research Use Only (RUO)” means internal research and development use, including internal R&D conducted by commercial pharmaceutical, biotechnology, and other for-profit organizations. RUO does not include direct clinical, diagnostic, therapeutic, manufacturing, resale, redistribution, fee-for-service, CRO, or other commercial use of the Materials, each of which requires abm’s prior written authorization and, where applicable, a separate license or agreement.

"Commercial Use" includes, without limitation, use of the Materials or their derivatives in commercial products, fee-for-service activities, routine service offerings, manufacturing, diagnostics, therapeutics, resale, redistribution, or other activities undertaken for commercial benefit.

"CRO Use" means use of the Materials by a contract research organization, service provider, or other third party to perform work for another party, whether on a fee-for-service or other commercial basis.

"Materials" includes the original materials supplied by abm and, where applicable, their progeny, unmodified derivatives, and other material that remains substantially derived from or incorporates the supplied material, subject to any product-specific or third-party restrictions.

3 Permitted Use and Restrictions

The Purchaser may use the Materials only for internal RUO and in accordance with applicable law, institutional requirements, product-specific biosafety information, and abm's applicable Terms & Conditions.

The Purchaser may not sell, transfer, distribute, sublicense, or otherwise make the Materials available to any third party without abm's prior written authorization. Any approved transfer, including transfer to a named CRO or service provider, is subject to the scope and conditions authorized by abm.

Commercial Use, CRO Use, fee-for-service use, resale, redistribution, diagnostic use, manufacturing use, therapeutic use, or other use beyond the permitted RUO scope requires prior written authorization from abm and, where applicable, an appropriate commercial-use license or other written agreement.

Purchase of the Materials does not convey ownership of abm intellectual property or third-party intellectual property, and no license or sublicense is granted except the limited right to use the Materials for the expressly permitted RUO scope.

4 Product-Specific and Third-Party Terms

Certain Materials may be subject to additional depositor, third-party, product-specific, or intellectual-property restrictions. Where abm designates a product as requiring a specific MTA, third-party agreement, or separate license, the applicable agreement must be completed or otherwise approved by abm before the product is released.

If a separately executed MTA, license, or product-specific agreement applies to the Materials, that agreement will control to the extent of any conflict with these Standard Material Transfer Terms.

5 Warranty, Shipping, Payment, and Operational Terms

Warranty, viability, shipping, claims, payment, taxes, permits, and other operational matters are governed by abm's then-current Terms & Conditions, applicable product documentation, and the relevant quote or order documents. Where a product-specific written policy expressly provides different terms, the product-specific written policy will apply.

6 Compliance, Liability, and Governing Terms

The Purchaser is responsible for ensuring that its receipt, handling, storage, use, transfer, and disposal of the Materials comply with applicable laws, regulations, institutional requirements, and biosafety obligations.

Indemnification, limitation of liability, governing law, jurisdiction, assignment, and other legal terms are governed by abm's applicable Terms & Conditions unless a separately executed agreement provides otherwise.

7 Acknowledgment and Acceptance

By placing an order for, purchasing, accepting, or using eligible cell products, the Purchaser acknowledges and agrees to these Material Transfer Terms as part of abm's applicable Terms & Conditions. No separate signature is required for products designated as subject to the Standard MTA/T&C process.

Products designated as requiring a specific MTA, third-party MTA, depositor agreement, or commercial/CRO license will not be released until the applicable agreement has been completed or otherwise approved by abm.

These Standard Material Transfer Terms apply only to products identified by abm as eligible for the Standard MTA/T&C process.