DNA fragments and/or constructs, modified cDNA or structural genes constructed for expression of enzymes, coenzymes or factors involved in sulfate assimilation or respiration and/or antibodies against the corresponding gene products can be obtained by completing the following transfer agreement:

TA for:

between

and

AG Schwenn is willing to make available to the above recipient the "material" to be used for the purpose of research only under the following terms:

1.Ownership: AGS retains all right and title in and to the Material and Information, subject to the rights of the Land Nordrhein Westfalen or Bundesrepublik Deutschland, if any. Nothing contained within this Agreement shall restrict AGS´s right to use or distribute the Material and Information to other commercial or noncommercial entities.

2. Use: Recipient agrees that the Material and Information:
a): shall be used only by Recipient and only for purposes of the Research described in exhibit A;
b): shall not be used in humans;
c): shall not be used for any commercial purposes.

3. Distribution and Control: Recipient agrees not to transfer or disclose the Material and Information to any third party without written permission of AGS. In addition, Recipient shall obtain acceptance of the terms of this Agreement of all persons who have access to the Material and Information.

4. Reporting: Recipient shall supply AGS with preprints of any publications resulting from Recipients´s use of the Material at a time not later than the notice of acceptance from the publishing journal.

5. Confidentiality: Recipient agrees to use only in connection with the Research described in exhibit A and to hold in confidence and not disclose or transfer in any manner the Material and Information received from AGS under this Agreement, except that Information may be disclosed which:
a): was in the Recipient´s posession or control prior to the date of disclosure by AGS;
b): was in the public domain or enters into the public domain through no improper act on the Recipient´s part or on the part of any of the Recipient´s employees;
c): is rightfully given to Recipient from sources independent of AGS, or
d): required by law.

6. Transfer rights: No right of license is granted under this Agreement by either party to the other either expressly or by implication, except those specifically set forth herin. It is understood that any and all proprietary rights, including but not limited to patent rights, trademarks and trade secret rights, in and to the Material and Information shall be and remain in AGS, subject to the right granted herein.

7. Return of the Material: In the event that either party terminates this Agreement, as provided in Section 12 below, Recipient shall promptly, upon such termination, return the Material and Information to AGS.

8. Use of AGS´s name: Recipient shall not use the name of the Arbeitsgruppe Schwenn, or a portion thereof in any advertising or publicity matter without the prior written approval of AGS.

9. Governmental Regulations: Recipient agrees to comply with all appropriate governmental regulations, in all appropriate jurisductions, including, without limitation, BGA (NIH in the US) regulations and guidelines which are applicable to its use of the Material. Since all of the Material´s characteristics are not known, it should be used with caution and prudence.

10 Warranty: Recipient ackonwledges that the material is experimental in nature and may have hazardous properties. AGS makes no representations and extends no warranties of any kind, either expressed or implied. There are no express or implied warrantires or merchantability or fitness for a particular purpose, or that the use of the material will not infringe any patent, copyright, trademark or other property or proprietary rights.

11. Liability and Injuntive relief: In no event shall AGS be liable for any use of the Material by Recipient or others, either on its behalf or who receive the Material from Recipient. To the extent and in the manner provided for by applicable law, Recipient shall be liable for all damages that may arise from its use, storage, or disposal of the Material, and shall defend and indemnify AGS and/or its employees from any claims relatind to the Material. Damages at law may be inadequate remedy for breach of any of the covenants, promises, and agreements contained in this Agreement.and accoordingly, Recipient agrees that AGS shall be entitled to injunctive relief without the ncessity of proving actual damages for any such breach in addition to all other remedies available at law or in equity.

12.Termination: This agreement shall be terminable by either party hereto on thirty (30) days prior written notice to the other but termination shall not relieve Recipient of its obligations under this agreement.

13. Assignement/entire Agreement: This agreement may not by assigned by Recipient without the prior written consent of AGS. This agreement sets forth the entire understanding between the parties and cannot be changed or amended except by written agreement executed by the parties.

14. Counterparts: This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and such counterparts together shall constitute one agreement.

signed by:

_______________________________ AG Schwenn

_______________________________ Recipient

Date:

Complete and sign where appropriate and return with your research proposal (exhibit A).