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

Protocol Specification

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SARS-CoV-2 BUILDING-BLOCK MODEL- OurProteinFactory

SARS-CoV-2 BUILDING-BLOCK MODEL

Product code

PROTN_SCov2MODEL_R

179.67 ￥ 44.97

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3 Colors 套装

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小身材，
迸发出无限潜力。

Small body, burst out infinite potential.

小巧玲珑，可随时随地研究SARS-CoV-2病理。无论教学还是科研，都是得力的小帮手

Small and exquisite, it can study the pathology of SARS-CoV-2 anytime and anywhere. Whether teaching or
scientific research, they are all effective little helpers

设计美学，尽显细节。

Design aesthetics, showing details.

清晰展现SARS-CoV-2病毒结构：Spike glycoprotein ( S1 & S2 )、Envelope
glycoprotein ( E )、Membrane glycoprotein ( M )、Nucleocapsid protein ( N ) and RNA。

Clearly show the structure of SARS-CoV-2 virus: Spike glycoprotein (S1 & S2 ), Envelope glycoprotein (E ),
glycoprotein (M ), Nucleocapsid protein (N) and RNA.

模块化组件，唾手可得。

Modular components are at your fingertips.

设计师通过对照SARS-CoV-2病毒结构逐步拆分建模，最终输出产品模型，通过巧妙拼装，
即可呈现病毒模型。

The designer gradually splits the model by comparing the SARS-CoV-2 virus structure, and finally outputs the
model. Through clever assembly, the virus model can be presented.

多彩，激发更多研究灵感。

Colorful, inspire more research inspiration.

多种颜色搭配，展现独特个性。多次喷涂工艺，造就细腻的触感，
带给您不止一次的怦然心动。

A variety of colors match to show unique personality. Multiple spraying processes create a delicate touch,
Bring you more than one shock.

精雕细琢，匠心独具。

Carefully crafted and unique.

高精度打磨每一颗组件，只为呈现细节之美。
约8厘米直径，一手掌握，轻如无物，颠覆您的想象。

Each component is polished with high precision to show the beauty of details.
Approximately 8 cm in diameter, grasped by one hand, as light as nothing, subvert your imagination.

简单组装模块，享受动手的乐趣。
Simply assemble the modules and enjoy
the fun of hands-on.

内含RNA，逼真还原病毒结构。
Contains RNA, vividly restore the virus
structure.

科技将数字信息变为可触摸的杰作。
Technology turns digital information into
a masterpiece that can be touched.

身高不足8厘米，几乎不占空间。
The height is less than 8 cm and it takes
up almost no space.

包装展示

Packaging display

创意包装设计，内部展开变为操作手册，附赠病理卡片。
轻巧，就是这般妙不可言。

Creative packaging design, the internal development becomes an operation manual, and a pathology card is
included. Lightweight, it is so wonderful.

*内含细小零件，防止儿童吞食

*Contains small parts to prevent children from swallowing

产品规格

Product specifications

产品名：

Name

冠状样病毒模型

SARS-CoV-2 BUILDING-BLOCK MODEL

材质：

Material quality

光敏树脂

Photosensitive resin

储存：

Storage

干燥、阴暗环境下，避免光线照射

In a dry and dark environment, avoid light exposure

其它：

Other

内含小零件，避免儿童接触

Contains small parts, keep out of reach of children

注释信息

Comment information

以上页面中的出现的产品图片仅作示意，实物产品效果(包括但不限于外观、颜色、尺寸)可能略有差异，请以实物为准。
实际使用中可能因产品个体差异、使用条件和环境因素不同而略有不同，请以实际使用的情况为准。
由于产品批次和生产供应因素实时变化，为尽可能提供准确的产品信息、规格参数、产品特性，OurProteinFactory.com可能实时调整和修订以上页面中的文字表述、图片效果等内容，以求与实际产品性能规格、指数、零部件等信息相匹配。
如遇确有进行上述修改和调整必要的情形，恕不专门通知。

The product pictures appearing on the above page are for illustration only, the actual product effects (including but not limited to appearance, color, size) may be slightly different, please refer to the actual product.
In actual use, there may be slight differences due to individual product differences, use conditions and environmental factors. Please refer to the actual use.
Due to the real-time changes in product batches and production supply factors, in order to provide as accurate product information, specification parameters, and product characteristics as possible, OurProteinFactory.com may adjust and revise the textual expressions, picture effects and other content on the above pages in real time to ensure that Match product performance specifications, indexes, parts and other information.
If it is indeed necessary to make the above modification and adjustment, no special notice will be given.

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More ways to contact,Building #12-15, Furonghua Road, Pudong District, Shanghai, China Zip: 200120， please call +1-800-955-3390or+86-400-770-5500Monday to Sunday 0:00-24:00