OurProteinFactory

Definitions

1. PROVIDER: Organization providing the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
2. PROVIDER SCIENTIST: The name and address of this party will be specified in an implementing letter.
3. RECIPIENT: Organization receiving the ORIGINAL MATERIAL. The name and address of this party will be specified in an implementing letter.
4. RECIPIENT SCIENTIST: The name and address of this party will be specified in an implementing letter.
5. ORIGINAL MATERIAL: The description of the material being transferred will be specified in an implementing letter.
6. MATERIAL: ORIGINAL MATERIAL, and PROGENY. The MATERIAL shall not include: (a) MODIFICATIONS, or (b) other substances created by the RECIPIENT through the use of the MATERIAL which are not MODIFICATIONS, PROGENY, or UNMODIFIED DERIVATIVES.
7. PROGENY: Unmodified descendant from the MATERIAL, such as virus from virus, cell from cell, or organism from organism, DNA/RNA duplicated by DNA/RNA supplied by the PROVIDER, purified or fractionated subsets of the ORIGINAL MATERIAL.
8. UNMODIFIED DERIVATIVES: Substances created by the RECIPIENT which constitute an unmodified functional subunit or product expressed by the ORIGINAL MATERIAL. Some examples include: proteins expressed by DNA/RNA supplied by the PROVIDER, or monoclonal antibodies secreted by a hybridoma cell line.
9. MODIFICATIONS: Substances created by the RECIPIENT which contain/incorporate the MATERIAL, and UNMODIFIED DERIVATIVES.
10. COMMERCIAL PURPOSES: The sale, lease, license, or other transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. COMMERCIAL PURPOSES shall also include uses of the MATERIAL or MODIFICATIONS by any organization, including RECIPIENT, to perform contract research, to screen compound libraries, to produce or manufacture products for general sale, or to conduct research activities that result in any sale, lease, license, or transfer of the MATERIAL or MODIFICATIONS to a for-profit organization. However, industrially sponsored academic research shall not be considered a use of the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES per se, unless any of the above conditions of this definition are met.
11. NONPROFIT ORGANIZATION(S): A university or other institution of higher education or an organization any nonprofit scientific or educational organization qualified under a nonprofit organization statute. As used herein, the term also includes government agencies.

Terms and Conditions of this Agreement

1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS.

2. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated.

a) is to be used solely for teaching and academic research purposes;
b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER;
c) is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision;
d) will not be transferred to anyone else outside the RECIPIENT organization without the prior written consent of the PROVIDER.

4. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those persons working under the RECIPIENT SCIENTIST's direct supervision. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agrees to make the MATERIAL available, under a separate implementing letter to this Agreement or other agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANIZATION(S)) who wish to replicate the RECIPIENT SCIENTIST's research; provided that such other scientists reimburse the PROVIDER for any costs relating to the preparation and distribution of the MATERIAL.

a) The PROVIDER and/or the PROVIDER SCIENTIST shall have the right, without restriction, to distribute substances created by the PROVIDER through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS.
b) Under a separate implementing letter to this Agreement (or an agreement at least as protective of the PROVIDER's rights), the RECIPIENT and/or the RECIPIENT SCIENTIST may distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS.
c) The PROVIDER and/or the PROVIDER SCIENTIST shall have the right, without restriction, to distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and teaching purposes only.
d) The PROVIDER and/or the PROVIDER SCIENTIST shall have the right, without restriction, to distribute MATERIAL for COMMERCIAL PURPOSES. It is recognized by the PROVIDER that such COMMERCIAL PURPOSES may NOT require a commercial license from the RECIPIENT and the RECIPIENT has no obligation to grant a commercial license to its ownership interest in the MATERIAL. Nothing in this paragraph, however, shall prevent the PROVIDER from granting commercial licenses under the PROVIDER's intellectual property rights claiming such MATERIAL, or methods of their manufacture or their use.
e) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may NOT require a commercial license from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATIONS. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT's intellectual property rights claiming such MODIFICATIONS, or methods of their manufacture or their use.

6. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES.

7. If the RECIPIENT desires to use or license the MATERIAL for COMMERCIAL PURPOSES, the RECIPIENT agrees, in advance of such use, to negotiate in good faith with the PROVIDER to establish the terms of a commercial license. It is understood by the RECIPIENT that the PROVIDER shall have no obligation to grant such a license to the RECIPIENT, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the MATERIAL to any third party(ies), subject to any pre-existing rights held by others and obligations to the Federal Government.

8. If the PROVIDER desires to use or license the MODIFICATIONS for COMMERCIAL PURPOSES, the PROVIDER agrees, in advance of such use, to negotiate in good faith with the RECIPIENT to establish the terms of a commercial license. It is understood by the PROVIDER that the RECIPIENT shall have no obligation to grant such a license to the PROVIDER, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the MODIFICATIONS to any third party(ies), subject to any pre-existing rights held by others and obligations to theGovernment.

9. The PROVIDER is free to file patent application(s) claiming inventions made by the PROVIDER through the use of the MODIFICATIONS but agrees to notify the RECIPIENT upon filing a patent application claiming MATERIAL or method(s) of manufacture or use(s) of the MATERIAL.

10. The RECIPIENT is free to file patent application(s) claiming inventions made by the RECIPIENT through the use of the MATERIAL but agrees to notify the PROVIDER upon filing a patent application claiming MODIFICATIONS or method(s) of manufacture or use(s) of the MATERIAL.

11. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.

12. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER.

13. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The PROVIDER SCIENTIST agrees to provide appropriate acknowledgment of the source of the MODIFICATIONS in all publications. The RECIPIENT SCIENTIST agrees to provide appropriate acknowledgment of the source of the MATERIAL in all publications.

14. The PROVIDER agrees to use the MODIFICATIONS in compliance with all applicable statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA.

i) if termination should occur under 15(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available resources; and
ii) if termination should occur under 15(b) or (d) above, the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS; and
iii) In the event the PROVIDER terminates this Agreement under 15( c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER will defer the effective date of termination for a period of up to one year, upon request from the RECIPIENT, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS.

16.Paragraphs 6, 11 and 12 shall survive termination.

17.The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested by the PROVIDER, the amount will be indicated in an implementing letter. Main Text Ends Here.

RECIPIENT: Kangma-Healthcode (Shanghai) Biotech Co. Ltd.
RECIPIENT SCIENTIST: Rongrong Zhan
RECIPIENT ADDRESS: Building 15, Lane 118 Furonghua Road, Shanghai 201321, CHINA
RECIPIENT TEL: 021-58086922
RECIPIENT EMAIL: customer@healthcodon.com

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康码（上海）生物科技有限公司于2015年在上海张江成立不爱刷牙、食物残留等往往是导致口腔健康问题的主要原因， 《第四次全国口腔健康流行病学调查报告》全国5岁儿童乳牙龋患率高达70.9%， 6-8岁更是蛀牙高发期。不爱刷牙、食物残留等往往是导致口腔健康问题的主要原因，小朋友的乳牙釉质薄、抗酸能力弱、爱吃甜食的习惯更是让牙病风险倍增。

面对刷牙不配合、漱口水太刺激等难题

布朗霖专为儿童研制

全球首款儿童甜蛋白防龋漱口水

以无酒精配方和温和防蛀成分

成为家长守护孩子牙齿健康的安心选择

让保护口腔健康从孩子喜欢的"甜"开始

轻松养成每日防护好习惯

为什么儿童也需要漱口水？

因为现代饮食作息等过量糖分摄入——

蛀牙、口气、龋齿、牙龈炎症等

儿童口腔问题日益增加

布朗霖结合专业护理配方，专为儿童设计推出

全新儿童甜蛋白漱口水

打破"甜味伤牙"的传统认知

特别添加三重酶解技术+三重维生素

在提供清甜口感的同时，显著降低龋齿发生风险

实现"清甜不伤牙，防龋更护齿"

作用12h对变异链球菌的抑菌率达99.97%，有较强的抑菌作用，从而具备12h防龋效果。

布朗霖儿童甜蛋白防龋漱口水

作用12h对变异链球菌的抑菌率达99.97%，有较强的抑菌作用，从而具备12h防龋效果。

核心优势：0糖0酒精0氟

0糖：0糖：水果风味但0糖，口感甜甜无负担

0酒精：0酒精：温和不刺激，洁净不伤牙

0氟：0氟：安心呵护宝宝牙齿，带娃首选

布朗霖儿童甜蛋白防龋漱口水

未检出乙醇（酒精）含量

游离氟含量<0.0005%，可溶氟含量<0.01%

整瓶游离氟含量<1mg（即为不含氟）

未检出果糖、葡萄糖、蔗糖、麦芽糖、乳糖

真正做到0糖、0氟、0酒精

布朗霖儿童甜蛋白防龋漱口水

口感不辣嘴、清洁力好、持久保持口气清新、不会刺激口腔黏膜、接近刷牙效果 100%满意率。

让漱口变成孩子每天的甜蜜时光

从一支"甜甜的"漱口水开始

布朗霖儿童甜蛋白防龋漱口水

稳固每一颗小小牙齿

守护每一个小小口腔

陪伴每一次灿烂笑容

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Uniform Biological Material Transfer Agreement – MTA

Definitions

Terms and Conditions of this Agreement

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全球首款甜蛋白漱口水，甜甜的无糖才能守护好牙牙！