Research Material Transfer Agreement

1. Definitions

"Materials" means the research materials supplied by Cendrix together with any progeny, derivatives, or modifications produced by recipient. "Recipient" means the research organization receiving Materials.

2. Permitted use

Recipient shall use Materials solely for in-vitro and ex-vivo research within Recipient's own laboratory. Materials shall not be administered to humans or animals, used in clinical trials, or used in any product intended for human or veterinary use.

3. Transfer restrictions

Recipient shall not transfer Materials, progeny, or derivatives to any third party without Cendrix's prior written consent.

4. Risk & warranty

Materials are experimental in nature and provided "as is" with the warranty stated in the Terms of Sale. Recipient assumes all risk arising from receipt, handling, storage, and use.

5. Indemnification

Recipient shall defend, indemnify, and hold harmless Cendrix and its affiliates from any claim arising from Recipient's receipt or use of Materials, including any human or veterinary administration.

6. Compliance

Recipient shall comply with all applicable laws, regulations, and institutional policies, including those governing biological-safety, controlled substances, import, and export.