Uniform Biological Material Transfer Agreement – MTA

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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Nuclease-Free Water- OurProteinFactory

Nuclease-Free Water

产品编号

PROTN_NFW0500C

￥

14.13

规格

500 mL x 1

数量

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产品详情
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无核酸酶水

NUCLEASE-FREE WATER

适用于生物任何领域

For use in any molecular biology
application.

适合所有生物领域

SUITABLE FOR ALL APPLICATIONS

无核酸酶水是纯净的，经过质量检验的水，适用于所有需要无核酸酶水的实验，包括分子生物学应用。

Nuclease-Free Water is pure, quality-tested water suitable for use in all experiments that require nuclease-free water,including molecular biology applications.

产品描述

PRODUCT DESCRIPTION

将无核酸酶水（未经DEPC处理的）去离子，过滤到
最终瓶中，并高压灭菌。它随时可用，无需准备，
混合或高压灭菌。这种无核酸酶的水经过严格测
试，可检测出非特异性核酸内切酶，核酸外切酶和
RNase活性。

Nuclease-free Water (not DEPC-treated) has been deionized, filtered into the
final bottle, and autoclaved. It is ready to use and requires no preparation,
mixing, or autoclaving. This nuclease-free water is rigorously tested for
contaminating nonspecific endonuclease, exonuclease, and RNase activity.

无核酸酶水的使用

USING NUCLEASE-FREE WATER

由于这种水不经DEPC处理，因此
推荐用于残留DEPC可能有害的应
用（例如，卵母细胞纤维注射）。

Because this water is not DEPC-treated, it is
recommended for appications for which residual
DEPC might prove detrimental (e.g., oocyte
microinjection).

质量控制

QUALITY CONTROL

在过滤到最终瓶中并进行高压灭菌后，无核酸酶水（未经DEPC处理）进过以下质量控制程序。

非特异性内切核酸酶活性：将样品与超螺旋质粒DNA一起温育，并通过琼脂糖凝胶电泳分析。

外切核酸酶活性：将样品与标记的双链DNA一起温育，然后进行PAGE分析。

RNase活性：将样品与标记的RNA一起温育并通过PAGE分析。

Nuclease-free Water (not DEPC-treated) gose thtough the following quality control procedrues after filtering into the final bottle and autoclaving.

Nonspecific endonuclease activity:A sample is inclubated with supercolled plasmid DNA and analyzed by agarose gel electrophoresis.

Exonuclease activity: A sample is incubated with labeled double-stranded DNA, followed by PAGE analysis.

RNase activity: A sample is incubated with labeled RNA and analyzed by PAGE.