Exhibit 10.108
MATERIAL TRANSFER AGREEMENT
This
Agreement establishes the terms under which the parties hereto
agree that The Procter & Gamble 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 Nadya Lawrence (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
Mat
