Biological Material Transfer Agreement

Revised on 2012/2/1

This Agreement, effective upon signing by signatories governs an arrangement whereby Jen-Leih Wu (“Inventor”) of Academia Sinica (“Provider”) makes available the Biological Material described below to ______(“Recipient”)

Biological Material: Tg(LFABP:EGFP/IFABP:dsRed/Insulin:dsRed)/T3

1. The Biological Material 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; and will not be transferred or disclosed to anyone else without the prior written consent of Academia Sinica.

2. Recipient agrees that the Biological Material or any parts thereof will not be used in or for the production of products for sale without first negotiating and executing a license agreement with Academia Sinica. Recipient further recognizes that Academia Sinica is under no obligation to grant such a license.

3. This Agreement does not restrict Academia Sinica to distribute the Biological Material to other commercial or noncommercial entities.

4. If the Research which involves the improvement or substance results in an invention, improvement or substance, whether or not patentable, Recipient agrees to disclose promptly to Provider such inventions, improvement or substance in order that both parties may negotiate in good faith a license agreement concerning the contribution of Biological Material.

5. The provision of the Biological Material to Recipient in no way prevents or restricts

Inventor’s right to publish any document relating to this Biological Material. The RECIPIENT agrees to acknowledge the source of the MATERIAL and cites original paper in any publications reporting use of it. In publishing the research results obtained by use of the MATERIAL, the RECIPIENT agrees to share the credit with the PROVIDER and naming the Inventor as the co-author.

6. Recipient shall pay to Academia Sinica a non-refundable fee in the sum of

_____0_____dollars for Biological Material cost upon execution of this Agreement.

7. The term of this Agreement shall be for a period of __five___ year(s) from the last date mentioned on signature page. At the end of one year, the Biological Material shall be returned to Academia Sinica or destroyed (as requested by Academia Sinica) at which time this agreement will terminate.

8. Any Biological 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 BIOLOGICAL MATERIALWILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.

9. The Recipient agrees to use the Biological Material in a safe manner and in compliance with laws and regulations of Taiwan, the Republic of China.

10. In no event shall Academia Sinica be liable for any use of the Biological Material, and Recipient hereby agrees to defend, indemnify and hold Academia Sinica harmless from any loss, claim, damage, or liability which may arise from Recipient’s use, storage and disposal of the Biological Material, except to the extent permitted by law when caused by the gross negligence or willful misconduct of Academia Sinica.

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The Recipient and Academia Sinica have executed this Agreement in three originals by its duly authorized officer or representative.

Academia Sinica:

a. Name of Representative and Title:

Dr. James C. Liao, President

b. Authorized Official and Title:

Dr. Chi-Ming Liang

Director, Office of Public Affairs (Technology Transfer)

c. Address:

No. 128, Sec. 2, Academia Road, Taipei 11529

Taiwan, R.O.C.

Inventor:

a. Name and Title: Jen-Leih Wu, Distinguished Research Fellow

b. Institute: Institute of Cellular and Organismic Biology, Academia Sinica

c. Signature:

d. Date:

Recipient:

a. Scientist Name and Title:

b. Address:

c. Signature:

d. Date:

Recipient Authorization:

(Representative authorized by the Recipient to approve this agreement)

a. Name and Title:

b. Address:

c. Signature:

d. Date:

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