Agreement Between Recipient of Biological Materials (Institution)

AGREEMENT BETWEEN RECIPIENT OF BIOLOGICAL MATERIALS (INSTITUTION) AND

THE INSTITUTE OF HEALTH SCIENCE,

Dr.

Laboratory of

225 South Chongqing Road

Shanghai, 200225, CHINA

Biological materials (the "Biological Materials") to which this Agreement applies:

Biological Materials, including any progeny thereof, are the property of The Institute of Health Sciences (IHS), Shanghai Institutes for Biological Sciences and Shanghai Jiao Tong University School of Medicine. Ownership of modifications and derivatives of Materials will be determined in good faith by theparties hereto depending upon (a) their relative contributions to the creation of said modifications and derivatives; and (b)any applicable laws and regulations relating to inventorship; and (c) relevant industry and university standards for similar rights.

We are pleased to provide Institution with the Biological Materials, from the Laboratory (Dr. ) of IHS, subject to the following terms:

1. The Biological Materials will be used for non-commercial research purposes only in Scientist's laboratories located atthe Institution identified below. The use of the Material is limited to the Research Project described with specificity as follows:

Purpose: ______

If successful: ______

Extent of chemical or biological modification: ______

Target systems: ______

Duration: ______Year

All applicable governmental regulations and guidelines for the handling of the Biological Materials will be followed. The Biological Materials will not be used for a purpose other than the purpose stated above or used fortesting in or treatment of humans.

2.In all oral presentations or written publications concerning the Research Project, RECIPIENT will provide IHS with preprints of abstracts, presentations and manuscripts or summaries regarding the use of the Material at least 30 days prior to submission for informational purpose and will acknowledge ______Laboratory’s contribution of this Biological Material unless requested otherwise.

3.The Biological Materials will not be distributed or released further to third parties for any purpose without the prior written consentof IHS. When the research project is completed or three years have elapsed, whichever occurs sooner, theBiological Materials will be destroyed by Recipient or otherwise disposed of as mutually agreed upon by IHS and Recipient.

4.Nothing in this Agreement grants any rights under any patents or in any know-how of IHS, nor any rights touse the Biological Materials or any product or process related thereto or derived therefrom for profit-making or commercialpurposes such as, but not limited to, production, sale, drug screening or drug design. In the event Scientist or Institution files any patentapplications or obtains any patent covering inventions conceived or reduced to practice in the course of researchcontemplated under this agreement, Institution may wish to negotiate with IHS withrespect to the use of the Biological Materials for commercial purposes.

5.This transfer does not constitute a public disclosure. IHS makes no representation that the use of the Biological Materials will not infringe any patent or otherproprietary right.

6.THE BIOLOGICAL MATERIALS ARE PROVIDED FOR RESEARCH PURPOSES TO THE RESEARCH COMMUNITYSUCH MATERIALS ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. IT IS UNDERSTOOD THAT HSC AND THEIREMPLOYEES AND AGENTS HAVE NO LIABILITY IN CONNECTION WITH RECIPIENTS USE OF SUCH BIOLOGICALMATERIALS. NO INDEMNIFICATION OF HSC BY THE GOVERNMENT IS INTENDED OR PROVIDED.

If this is acceptable to you, please sign and return the original of this letter and we will make immediate shipment of the Material with one signed copy.

By: ______(Dr. )By: ______( )

Authorized IHS Representative’s Signature

Accepted and agreed to the above terms and guarantee that these terms are not conflicting with any rules of Institution.

This ______day of______(month), ______(year).

______

Signature of InvestigatorName Printed

______

Institution

Address

Signature of Authorized Representative

Name Printed:

Title:

Phone/Fax: ______

THIS FORM IS NOT CONSIDEREDCOMPLETE UNLESS SIGNED BY AN OFFICIALLY AUTHORIZEDREPRESENTATIVE OF THEINSTITUTION.