Common use of Terms and Conditions of this Agreement Clause in Contracts

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. 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 UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letter; (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; and (d) will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party without the prior written consent of the PROVIDER. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that: (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may 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. 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. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees 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). 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. 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. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable laws, 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 human and animal subjects or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in the Implementing Letter, provided that: (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 14(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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 8, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ……………….…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, PROVIDER and is, from time to time, made available as a service to the research community. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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. The PROVIDER retains SCIENTIST retain ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. If MATERIAL contains samples of human origin, PROVIDER and PROVIDER SCIENTIST state that the consent forms have been duly obtained and, if requested, they must submit proof of ethical approval to RECIPIENT. The RECIPIENT retains ownership of: : (a) MODIFICATIONS (except that, the PROVIDER retains and the PROVIDER SCIENTIST retain ownership rights to the MATERIAL included therein), and 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 or MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). [If either 5 2 (a) or 5 2 (b) results from the collaborative efforts of the PROVIDER/PROVIDER SCIENTIST and the RECIPIENT, joint ownership, income and/or terms of a commercial license will ownership may be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] negotiated. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that that: the MATERIAL: (a) MATERIAL is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in RESEARCH PURPOSE; the Implement Letter; (b) MATERIAL 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) PROVIDER and the PROVIDER SCIENTIST and the approval of the ethic committee; the MATERIAL is to be used only at the RECIPIENT ORGANIZATION 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 (d) the MATERIAL will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party organization without the prior written consent of the PROVIDERPROVIDER and the PROVIDER SCIENTIST; will keep confidential all data provided with the ORIGINAL MATERIAL; will submit and obtain ethical approval for RESEARCH PURPOSE from RECIPIENT’s ethical committee before the use of the ORIGINAL MATERIAL. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that: (a) 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 and the PROVIDER SCIENTIST agree to make the MATERIAL available, under a separate agreement having terms consistent with the terms of this Agreement, to other scientists who wish to replicate the RECIPIENT SCIENTIST's RESEARCH PURPOSE, provided that such other scientists reimburse the PROVIDER and PROVIDER SCIENTIST for any costs relating to the preparation and distribution of the MATERIAL, if applicable. The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are notnot PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) . Under a separate agreement at least as protective of the PROVIDER's and PROVIDER SCIENTIST’S rights, the RECIPIENT may distribute MODIFICATIONS to scientists at academic institutions for research and teaching purposes only. Without written consent from the PROVIDERPROVIDER and the PROVIDER SCIENTIST, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license from the PROVIDER and the PROVIDER has SCIENTIST and the PROVIDER and the PROVIDER SCIENTIST have no obligation to grant a commercial license to its its/his 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 The RECIPIENT acknowledges and the RECIPIENT SCIENTIST acknowledge 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 and the RECIPIENT SCIENTIST under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDERPROVIDER and PROVIDER SCIENTIST, including any altered forms of the MATERIAL made by the PROVIDER SCIENTIST at 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 and/or PROVIDER SCIENTIST for COMMERCIAL PURPOSES. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees agrees, in advance of such use, to negotiate in good faith with the PROVIDER and the PROVIDER SCIENTIST to establish the terms of a commercial license. It is understood by the RECIPIENT that the PROVIDER and PROVIDER SCIENTIST 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. 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 and the PROVIDER SCIENTIST upon filing a patent application claiming MODIFICATIONS or method(s) of manufacture or use(s) of the MATERIAL. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES AND THE PROVIDER SCIENTIST MAKE 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. 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 Neither the PROVIDER nor the PROVIDER SCIENTIST will not be liable to the RECIPIENT and/or RECIPIENT SCIENTIST for any loss, claim or demand made by the RECIPIENTRECIPIENT and/or RECIPIENT SCIENTIST, or made against the RECIPIENT and/or RECIPIENT SCIENTIST by any other party, due to or arising from the use of the MATERIAL by the RECIPIENTRECIPIENT and/or RECIPIENT SCIENTIST, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDERPROVIDER or the PROVIDER SCIENTIST. This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. To the extent possible, RECIPIENT SCIENTIST agrees to publish or make available the Research Results to the scientific community and public. In the case of collaboration with the bank, appropriate authorship should be included. The RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the MATERIAL in all publications and communications presenting research results obtained with the MATERIAL. RECIPIENT and/or RECIPIENT SCIENTIST will inform PROVIDER and PROVIDER SCIENTIST, in confidence, of results of the RESEARCH PURPOSE related to the MATERIAL ("Research Results") by personal written communication or by providing PROVIDER and PROVIDER SCIENTIST with a draft manuscript describing such Research Results. PROVIDER and/or PROVIDER SCIENTIST may use Research Results for internal research, and educational purposes, as well as make such Research Results available to other scientists and/or institutions. Upon request, the RECIPIENT and/or RECIPIENT SCIENTIST shall inform PROVIDER and/or PROVIDER SCIENTIST on the status of its/his RESEARCH PURPOSE. RECIPIENT and RECIPIENT SCIENTIST agree that the policy of the bank is that the data obtained from the MATERIAL provided must return to the bank (images, raw data, etc.) ("Raw Data"). The Raw Data may be used for internal research and educational purposes by PROVIDER and/or PROVIDER SCIENTIST, and will be made available to other researchers for meta-analyses. Authorship is not automatic for subsequent studies. The team that initiated the first study will have priority for publication purposes. If other researchers request data access before your results become public, RECIPIENT SCIENTIST will inform all parties of any potential overlap. As per our publication policy, the first to press becomes the cited reference for subsequent publications. To avoid conflict, RECIPIENT and RECIPIENT SCIENTIST encourage cross co-authorships between collaborations in the event of manuscript submissions that coincide with one another. The RECIPIENT and RECIPIENT SCIENTIST agree to use the MATERIAL in compliance with all applicable laws, statutes laws 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 human and animal subjects or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from regarding the use of the MATERIAL, MODIFICATIONS . The term of this Agreement shall commence on the Effective Date and direct/indirect derivatives of materials, shall remain in full force and effect (cunless otherwise sooner terminated) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as until (the source of “Termination Date”) at which time the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwiseAgreement shall deemed terminated. This Agreement will could also terminate on the earliest of the following dates: : (a) when the MATERIAL becomes generally available from third parties, for example, through though reagent catalogs or public depositories, or depositories or (b) on completion of the RECIPIENT SCIENTIST at RECIPIENT's current research RESEARCH PURPOSE with the MATERIAL, or or (c) on thirty (30) days written notice by either party any Party to the other, or (d) on the date specified in the Implementing Letterother(s), provided that: : (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER and the PROVIDER SCIENTIST by the least restrictive terms applicable to the MATERIAL obtained from the then-available sourcesresources; and (ii) if termination should occur under 14(b) above or (d) aboveon the Termination Date, the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDERPROVIDER and PROVIDER SCIENTIST, 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 the MODIFICATIONS; and (iii) in the event the PROVIDER terminates and PROVIDER SCIENTIST terminate this Agreement under 14(c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER and PROVIDER SCIENTIST will defer the effective date of termination Termination Date for a period of up to one year, upon request from the RECIPIENT, to permit completion of research the RESEARCH PURPOSE in progress. Upon completion of use of the MATERIAL or upon the effective date of terminationTermination Date, or if requested, the deferred effective date of terminationTermination Date, the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDERPROVIDER and PROVIDER SCIENTIST, 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 the MODIFICATIONS. The dateParagraphs 1, quantity2, and method of destruction will be recorded and witnessed6, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 7, 8, 9, 10, 11, 12 and 11 15 of PART Section II shall survive termination. The parties executing this Agreement agree MATERIAL is provided at no cost, or with an optional transmittal fee solely to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where reimburse the PROVIDER and the RECIPIENT agree to abide PROVIDER SCIENTIST for its/his preparation and distribution costs. If a fee is requested by all terms the PROVIDER and conditions PROVIDER SCIENTIST, the amount will be indicated here:   N/A. This Agreement shall be governed by and interpreted in accordance with the laws of the Biological Material Transfer Province of Quebec and the laws of Canada applicable therein, without reference to its conflict of laws provisions. All disputes arising under this Agreement ("BMTA") (dated ………………will be referred to the courts of the Province of Quebec, which will have jurisdiction and each party irrevocably submits to the jurisdiction of such courts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. The Parties hereto agree that facsimile or PDF transmission of original signatures shall constitute and be accepted as original signatures. The Parties declare that they have accepted that this Agreement and all writings relating thereto be drawn in English. Les Parties déclarent avoir accepté que la présente entente et tous écrits s’y rapportant soient rédigés en anglais.…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. The RECIPIENT retains ownership of: (a) : MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and (b) and those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letter; (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; and (d) will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party without the prior written consent of the PROVIDER. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that: (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may 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. 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. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees 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). 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. 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. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable laws, 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 human and animal subjects or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine…………………, Chulalongkorn ……………………. University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. This Agreement will terminate on the earliest of the following dates: (a) : when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) or on completion of the RECIPIENT's current research with the MATERIAL, or (c) or on thirty (30) days written notice by either party to the other, or (d) or on the date specified in the Implementing Letter, provided that: : (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 14(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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 8, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ……………….…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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 letter1. 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 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 or MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). 3. [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific academic research purposes and for the project specified in the Implement Letterpurposes; (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 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 (d) will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party organization without the prior written consent of the PROVIDER. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that:. (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are notnot PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may 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. 5. 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. 6. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees 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. 7. 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. 8. 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. 9. 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 wilful misconduct of the PROVIDER. 10. 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 RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the MATERIAL in all publications. 11. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable laws, 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 human and animal subjects animals or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. 12. This Agreement will terminate on the earliest of the following dates: : (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or or (cb) on thirty (30) days written notice by either party to the other, or (d) on the date specified in the Implementing Letter, provided that: (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 14(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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 8, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ……………….…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________:

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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 letter1. 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 or MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). [. (c) If either 5 (a2(a) or 5 (b2(b) results from the collaborative efforts of the PROVIDER and the RECIPIENTeffort, joint ownership, income and/or terms of a commercial license will ownership may be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENTnegotiated.] 3. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific academic research purposes and for (as specified at the project specified in end of the Implement LetterMTA); (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 organisation and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party organisation without the prior written consent of the PROVIDER. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that:. (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are notnot 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 may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and teaching purposes only. (c) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized recognised by the RECIPIENT that such COMMERCIAL PURPOSES may 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. 5. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent application. Except as provided in this Agreementagreement, 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. 6. If the The RECIPIENT desires is free to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees to negotiate in good faith with the PROVIDER to establish the terms of a commercial license. It is understood file patent application(s) claiming inventions made by the RECIPIENT that through the use of the MATERIAL but agrees to notify the PROVIDER shall have no obligation to grant such prior filing a license to the RECIPIENT, and may grant exclusive patent application claiming MODIFICATIONS or non-exclusive commercial licenses to others, method(s) of manufacture or sell or assign all or part use(s) of the rights in the MATERIAL to any third party(ies)MATERIAL. 7. 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 OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT NOR INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. 8. 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 wilful misconduct of the PROVIDER. 9. 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 RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the MATERIAL in all publications. 10. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable laws, 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 human and animal subjects animals or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. 11. This Agreement shall come into force on ----------- and will terminate on the earliest of the following dates:--. (a) when the MATERIAL becomes generally available from third parties12. Paragraphs 5, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in the Implementing Letter, provided that: (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 14(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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity7, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 8, 10, and 11 of PART II 8 shall survive termination. The parties executing this Agreement agree 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 at the end of the MTA. The PROVIDER will forward the MATERIAL to the RECIPIENT SCIENTIST upon receipt of the signed copy from the RECIPIENT organisation. 1. (Enter description) 2. description of the research to be bound conducted by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signatureusing the Material, e.g. experiments, tests, expected outcomes, etc: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ……………….…………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… …………………………………………………………………………………………………………… So, in this project, our purpose is to use Egr-1 mice without crossing them with another one. The egr-1-xxx xxxxxx mice will not be sent to any other laboratory.). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community1. The MATERIAL is provided by the PROVIDER will only be used for RESEARCH purposes and will not be used by the RECIPIENT for teaching and academic research purposes and for the project specified nor included in the Implement Letter only. The MATERIAL is provided at no costCOMMERCIAL PURPOSES, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested by the PROVIDERin any form (e.g., the amount will be indicated in an implementing letter. The PROVIDER retains ownership of the MATERIALoriginal files, including any MATERIAL contained or incorporated in MODIFICATIONSencrypted files, files containing extracted features, etc). 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 UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letter; (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) MATERIAL is to be used only at the RECIPIENT ORGANIZATION 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 (d) and will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party organization without the prior written consent of the PROVIDER. 2. The PROVIDER retains ownership of the MATERIAL. The PARTIES shall be co-owners of the MODIFICATIONS taking into account their respective contributions. The RECIPIENT ORGANISATION may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and the RECIPIENT SCIENTIST agree that: (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) teaching purposes only. Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. 3. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in use of the MATERIAL incorporated in or the MODIFICATIONS. The RECIPIENT acknowledges that SCIENTIST agrees to provide appropriate acknowledgment and 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 source of the MATERIAL in all publications. Any work made by public, whatever the PROVIDER. In particularform, no express based directly or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or indirectly on any related patents part of the PROVIDER for COMMERCIAL PURPOSESMATERIAL or the MODIFICATIONS will include the following reference: Xxxxx M., Xxxxxxxx D., Xxxxx X., Xxxxxx, X.X., Xxxxxxx X., Xxxxxxxxx, X. and Xxxxxxxx A. (2017) Tridimensional visualization and analysis of early human development. Cell. 5. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees 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 authorities of bioethical regulations. 6. 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. 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. 7. Two years after the Effective Date, in case this Agreement is not renewed by both Parties, this Agreement will expire and RECIPIENT shall permanently destroy all copies of the MATERIEL. 8. The RECIPIENT agrees MATERIAL is provided at no cost. 9. This Agreement, executed in France, shall be governed by French law and shall be interpreted according to use French laws and jurisprudence. In the MATERIAL in compliance with all applicable lawsevent that a difficulty arises concerning the validity, 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 human and animal subjects interpretation or recombinant DNA. The RECIPIENT agrees (a) to publicise the results execution of the research with present Agreement, the MATERIAL as soon as reasonably possibleParties shall try to settle their differences out of court. In the event of persistent disagreement, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party matter shall be submitted to the other, or courts in Paris (d) on the date specified in the Implementing Letter, provided that: (i) if termination should occur under 14(aFrance), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 14(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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 8, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ……………….…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community1. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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. The PROVIDER Provider retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONSMaterial and all the 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 UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER Company and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST Recipient Scientist agree that the MATERIALMaterial and Modifications: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letterinternal research; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDERProvider; (c) is to be used only at the RECIPIENT ORGANIZATION Company and only in the RECIPIENT SCIENTIST's Recipient Scientist’s laboratory under the direction of the RECIPIENT SCIENTIST Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred or assigned to a third party or anyone else within the RECIPIENT ORGANIZATION or to a third party Company without the prior written consent of the PROVIDERProvider. 3. The RECIPIENT ORGANISATION Company and the RECIPIENT SCIENTIST Recipient Scientist agree that:to refer to the Provider any request for the Material and Modifications 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 Original Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Original Material. (a) 4. The RECIPIENT Company and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to Recipient Scientist may distribute substances created by the RECIPIENT Recipient Scientist through the use of the ORIGINAL MATERIAL Material only if those substances are notnot Progeny, UNMODIFIED DERIVATIVES, Unmodified Derivatives or MODIFICATIONSModifications. (b) Without 5. Company may distribute the Modifications to Non-profit Organizations solely for research purposes upon prior written consent from the PROVIDER, Provider and under a separate implementing letter. Company can provide the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS Modifications without a fee or subject only to a reasonable fee for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license from the PROVIDER shipping and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATIONShandling cost. 6. The RECIPIENT Company acknowledges that the MATERIAL is Material and Modifications are or may be the subject of a patent or patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the RECIPIENT Company under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDERProvider, including any altered forms of the MATERIAL Material made by the PROVIDERProvider. 7. In particular, no express or implied licenses or other rights are provided If the Company desires to use the MATERIALMaterial and/or Modifications for Commercial Purposes, MODIFICATIONSCompany shall be required, or any related patents in advance of the PROVIDER for COMMERCIAL PURPOSES. If the RECIPIENT desires such use, to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees to negotiate in good faith with the PROVIDER to establish the terms of enter into a commercial licenselicense with Provider. It is understood by the RECIPIENT Company that the PROVIDER Provider shall have no obligation to grant such a license to the RECIPIENT, Company and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the MATERIAL Material to any third party(ies), subject to any pre-existing rights held by others. 8. If an invention (hereinafter “Invention”) is made by Company through the use of the Material and Modifications, whether patentable or not, the Company will promptly disclose such Invention to Westlake University in writing and specify Westlake University's role as the supplier of the Material used, as well as the role, if any, of any Westlake University employee in creating the Project Invention. Westlake University will hold such written disclosure in confidence. Only after disclosing the details of Invention in writing to Westlake University, the Company is free to file a patent application(s) claiming Inventions made by the Company through the use of the Material and Modifications acknowledging contribution of the Provider. Ownership of any Inventions not subject to patent law shall be determined based on each party’s contribution to the conception of such Invention. 9. Any MATERIAL Material delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The 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. 10. Except to the extent prohibited by law, the RECIPIENT Company assumes all liability for damages which may arise from its use, storage or disposal of the MATERIALMaterial. The PROVIDER Westlake University will not be liable to the RECIPIENT Company for any loss, claim or demand made by the RECIPIENTCompany, or made against the RECIPIENT Company by any other party, due to or arising from the use of the MATERIAL Material by Company. 11. Provider and Company agree that each party will not use the RECIPIENTname, except to the extent permitted by law when caused by the gross negligence trademark, service mark, logo or willful misconduct other identifying characteristic of the PROVIDERother party or any of its affiliates, or any of its or their respective directors, trustees, officers, appointees, employees, staff, representatives or agents, in any advertising, promotional or sales literature, publicity or in any document employed to obtain funds or financing without the prior written approval of the other party. 12. Subject to prior written approval of Westlake University, which shall not unreasonably be withheld, the Company shall in principle be entitled to publish the research findings. The RECIPIENT Company shall, however, provide to Westlake University the opportunity to review any proposed abstracts, manuscripts or presentations in full length at least sixty (60) days prior to their intended submission for publication or their presentation. The Company further agrees, upon written request from Westlake University, to remove any information and not to submit such abstract or manuscript for publication or to make such presentation for an additional ninety (90) days in order to allow for actions to be taken, which are necessary to preserve rights to patents. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in any scientific publications, oral or written communications. 13. The Company agrees to use the MATERIAL Material in compliance with all applicable laws, statutes and regulations, including Public Health Service and National Institutes of Health governmental regulations and guidelines such as, for example, those relating to research involving the use of human and animal subjects animals or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS DNA and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwiseexport control. 14. This Agreement will terminate on the earliest of the following dates: : (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or or (db) on the date specified in the Implementing LetterSchedule B, provided that: : (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and 14 (ii) if termination should occur under 14(b) or (db) above, the RECIPIENT Company will discontinue its use of the MATERIAL Material and will, upon direction of the PROVIDERProvider, 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 MODIFICATIONSMaterial; and (iiiii) in the event the PROVIDER Provider terminates this Agreement under 14(c14(a) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER Provider will defer the effective date of termination for a period of up to one year, upon request from the RECIPIENTCompany, to permit completion of research in progress. Upon completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, the RECIPIENT Company will discontinue its use of the MATERIAL Material and will, upon direction of the PROVIDERProvider, return or destroy any remaining MATERIALMaterial. 15. Upon completion of the Company’s current research with specific Material, the Company will discontinue its use of such Material and will, upon direction of the Provider, return or destroy any remaining Material. 16. Paragraphs 6, 9, and 10 shall survive termination. 17. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by Parties understand and agree that the terms and conditions of this Agreement as they apply shall be applicable to MODIFICATIONS. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDERany Subsequently Transferred Materials. 18. This Agreement shall be governed in all respects by the laws of the People’s Republic of China, without giving effect to any choice of laws principles. The competent courts of Hangzhou, PRC shall have the exclusive jurisdiction. Schedule B Optional Terms‌ If checked, the following terms apply to this Agreement: This Agreement shall terminate on . Upon termination, the Company will either destroy any remaining Material or return it to the Provider, as directed by the Provider. A transmittal fee of shall be effective paid by Company to Provider, for preparation and distribution costs. To the extent permitted by law, Company agrees to treat in confidence, for a period of …… three (…3) year(s) years from the effective date of this Agreementits disclosure, any of Provider’s written information about the Material that is stamped "Confidential" (“Confidential Information”). Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty Any oral disclosures from Provider to Company shall be identified as being Confidential Information by notice delivered to Company within ten (3010) days written notice; provided that termination will after the date of the oral disclosure. Confidential Information does not relieve include information that: a. has been published or is otherwise publicly available at the RECIPIENT time of disclosure to the Company; b. was in the possession of or was readily available to the PROVIDER of any Company without being subject to a confidentiality obligation or liability accrued hereunder from another source prior to the effective date disclosure; c. has become publicly known, by publication or otherwise, not due to any unauthorized act of such terminationthe Company; d. Company can demonstrate it developed independently, or acquired without reference to or reliance upon Confidential Information; or e. is required to be disclosed by law, regulation, or court order. Paragraphs 8, 10, Additional binding terms: The Provider and 11 of PART II shall survive termination. The parties executing this Agreement Recipient identified below hereby agree to be bound by the terms set forth in the attached Schedule A, and conditions Schedule B if applicable, to govern the transfer of the Material described herein. And If checked, this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is also subject to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all additional terms and conditions set forth on the attached Schedule B. In the event of a conflict between any specific terms or conditions in Schedule A and Schedule B, Schedule B shall govern. Provider (the organization providing the Material) Recipient (the organization receiving the Material) Name: Westlake Laboratory of Life Sciences Name: and Biomedicine Address: Xx.00 Xxxxxxxxxxx Xxxx Cloud Address: Xxxx, Xxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxx XX Xxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Assistant Professor Name: Title: Original Material and Original Depositor (description of the Biological Material Transfer Agreement ("BMTA"material being transferred and the Depositor Scientist) (dated ……………….…………….)Shipping Address Name: Address: Signature Signature Print Name Print Name Title Title Date Date I. DEFINITIONS: 1. PROVIDERProvider: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving Original Material. The name and address of this party is specified on page 1 of this Agreement. For the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL purpose of this Agreement, the definition of Provider also refers to any provider of the Subsequently Transferred Material (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________as defined below).

Terms and Conditions of this Agreement. 1. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community. 2. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 3. 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. 4. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. 5. 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 UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] ] 6. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letter; (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; and (d) will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party without the prior written consent of the PROVIDER. 7. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that: (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may 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. 8. 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. 9. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees 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). 10. 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. 11. 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. 12. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable laws, 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 human and animal subjects or recombinant DNA. 13. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn ……………………. University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. 14. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in the Implementing Letter, provided that: : (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 14(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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. 14. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. 15. Paragraphs 8, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER RPOVIDER ORGANIZATION Signature: ________________________ Name: Date: Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ………………).…………….) 1. PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ : 2. RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ : 3. ORIGINAL MATERIAL (Enter description in detailsdescription): 4. Use of ORIGINAL MATERIAL Project Name: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________Project Objective(s) Purpose for use of ORIGINAL MATERIAL 5. Termination date for this letter (optional):

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community1. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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. The PROVIDER Provider retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONSMaterial and all the 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 UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER Company and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST Recipient Scientist agree that the MATERIALMaterial and Modifications: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letterinternal research; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDERProvider; (c) is to be used only at the RECIPIENT ORGANIZATION Company and only in the RECIPIENT SCIENTIST's Recipient Scientist’s laboratory under the direction of the RECIPIENT SCIENTIST Recipient Scientist or others working under his/her direct supervision; and (d) will not be transferred or assigned to a third party or anyone else within the RECIPIENT ORGANIZATION or to a third party Company without the prior written consent of the PROVIDERProvider. 3. The RECIPIENT ORGANISATION Company and the RECIPIENT SCIENTIST Recipient Scientist agree that:to refer to the Provider any request for the Material and Modifications 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 Original Material available, under an agreement having terms consistent with the terms of this Agreement, to other scientists provided that such other scientists reimburse the Provider for any costs relating to the preparation and distribution of the Original Material. (a) 4. The RECIPIENT Company and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to Recipient Scientist may distribute substances created by the RECIPIENT Recipient Scientist through the use of the ORIGINAL MATERIAL Material only if those substances are notnot Progeny, UNMODIFIED DERIVATIVES, Unmodified Derivatives or MODIFICATIONSModifications. (b) Without 5. Company may distribute the Modifications to Non-profit Organizations solely for research purposes upon prior written consent from the PROVIDER, Provider and under a separate implementing letter. Company can provide the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS Modifications without a fee or subject only to a reasonable fee for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license from the PROVIDER shipping and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATIONShandling cost. 6. The RECIPIENT Company acknowledges that the MATERIAL is Material and Modifications are or may be the subject of a patent or patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the RECIPIENT Company under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDERProvider, including any altered forms of the MATERIAL Material made by the PROVIDERProvider. 7. In particular, no express or implied licenses or other rights are provided If the Company desires to use the MATERIALMaterial and/or Modifications for Commercial Purposes, MODIFICATIONSCompany shall be required, or any related patents in advance of the PROVIDER for COMMERCIAL PURPOSES. If the RECIPIENT desires such use, to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees to negotiate in good faith with the PROVIDER to establish the terms of enter into a commercial licenselicense with Provider. It is understood by the RECIPIENT Company that the PROVIDER Provider shall have no obligation to grant such a license to the RECIPIENT, Company and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the MATERIAL Material to any third party(ies), subject to any pre-existing rights held by others. 8. If an invention (hereinafter “Invention”) is made by Company through the use of the Material and Modifications, whether patentable or not, the Company will promptly disclose such Invention to Westlake University in writing and specify Westlake University's role as the supplier of the Material used, as well as the role, if any, of any Westlake University employee in creating the Project Invention. Westlake University will hold such written disclosure in confidence. Only after disclosing the details of Invention in writing to Westlake University, the Company is free to file a patent application(s) claiming Inventions made by the Company through the use of the Material and Modifications acknowledging contribution of the Provider. Ownership of any Inventions not subject to patent law shall be determined based on each party’s contribution to the conception of such Invention. 9. Any MATERIAL Material delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The 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. 10. Except to the extent prohibited by law, the RECIPIENT Company assumes all liability for damages which may arise from its use, storage or disposal of the MATERIALMaterial. The PROVIDER Westlake University will not be liable to the RECIPIENT Company for any loss, claim or demand made by the RECIPIENTCompany, or made against the RECIPIENT Company by any other party, due to or arising from the use of the MATERIAL Material by Company. 11. Provider and Company agree that each party will not use the RECIPIENTname, except to the extent permitted by law when caused by the gross negligence trademark, service mark, logo or willful misconduct other identifying characteristic of the PROVIDERother party or any of its affiliates, or any of its or their respective directors, trustees, officers, appointees, employees, staff, representatives or agents, in any advertising, promotional or sales literature, publicity or in any document employed to obtain funds or financing without the prior written approval of the other party. 12. Subject to prior written approval of Westlake University, which shall not unreasonably be withheld, the Company shall in principle be entitled to publish the research findings. The RECIPIENT Company shall, however, provide to Westlake University the opportunity to review any proposed abstracts, manuscripts or presentations in full length at least sixty (60) days prior to their intended submission for publication or their presentation. The Company further agrees, upon written request from Westlake University, to remove any information and not to submit such abstract or manuscript for publication or to make such presentation for an additional ninety (90) days in order to allow for actions to be taken, which are necessary to preserve rights to patents. The Recipient Scientist agrees to provide appropriate acknowledgement of the source of the Material in any scientific publications, oral or written communications. 13. The Company agrees to use the MATERIAL Material in compliance with all applicable laws, statutes and regulations, including Public Health Service and National Institutes of Health governmental regulations and guidelines such as, for example, those relating to research involving the use of human and animal subjects animals or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS DNA and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwiseexport control. 14. This Agreement will terminate on the earliest of the following dates: : (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or or (db) on the date specified in the Implementing LetterSchedule B, provided that: : (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and 14 (ii) if termination should occur under 14(b) or (db) above, the RECIPIENT Company will discontinue its use of the MATERIAL Material and will, upon direction of the PROVIDERProvider, 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 MODIFICATIONSMaterial; and (iiiii) in the event the PROVIDER Provider terminates this Agreement under 14(c14(a) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER Provider will defer the effective date of termination for a period of up to one year, upon request from the RECIPIENTCompany, to permit completion of research in progress. Upon completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, the RECIPIENT Company will discontinue its use of the MATERIAL Material and will, upon direction of the PROVIDERProvider, return or destroy any remaining MATERIALMaterial. 15. Upon completion of the Company’s current research with specific Material, the Company will discontinue its use of such Material and will, upon direction of the Provider, return or destroy any remaining Material. 16. Paragraphs 6, 9, and 10 shall survive termination. 17. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by Parties understand and agree that the terms and conditions of this Agreement as they apply shall be applicable to MODIFICATIONS. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDERany Subsequently Transferred Materials. 18. This Agreement shall be governed in all respects by the laws of the People’s Republic of China, without giving effect to any choice of laws principles. The competent courts of Hangzhou, PRC shall have the exclusive jurisdiction. Schedule B Optional Terms‌ If checked, the following terms apply to this Agreement: This Agreement shall terminate on . Upon termination, the Company will either destroy any remaining Material or return it to the Provider, as directed by the Provider. A transmittal fee of shall be effective paid by Company to Provider, for preparation and distribution costs. To the extent permitted by law, Company agrees to treat in confidence, for a period of …… three (…3) year(s) years from the effective date of this Agreementits disclosure, any of Provider’s written information about the Material that is stamped "Confidential" (“Confidential Information”). Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty Any oral disclosures from Provider to Company shall be identified as being Confidential Information by notice delivered to Company within ten (3010) days written notice; provided that termination will after the date of the oral disclosure. Confidential Information does not relieve include information that: a. has been published or is otherwise publicly available at the RECIPIENT time of disclosure to the Company; b. was in the possession of or was readily available to the PROVIDER of any Company without being subject to a confidentiality obligation or liability accrued hereunder from another source prior to the effective date disclosure; c. has become publicly known, by publication or otherwise, not due to any unauthorized act of such termination. Paragraphs 8the Company; d. Company can demonstrate it developed independently, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree or acquired without reference to or reliance upon Confidential Information; or e. is required to be bound disclosed by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ………………law, regulation, or court order.…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community1. The Provider agrees to provide the MATERIAL is provided by the PROVIDER and will be used by to the RECIPIENT for teaching and academic research purposes and for the project specified use solely in the Implement Letter onlynon-­‐ COMMERCIAL ACTIVITIES. 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. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. 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 UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific academic research purposes and for the project specified in the Implement Letter; (b) will shall not be used for work on humans nor in clinical trials involving human subjects, in clinical trials, or for diagnostic purposes involving human subjects without . 2. The MATERIAL will remain 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; and (d) will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party without the prior written consent property of the PROVIDER. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that: (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may 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. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent application. Except as expressly 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. 3. The RECIPIENT shall: a. use the MATERIAL solely for the teaching and academic research purposes, including which shall not include any altered forms COMMERCIAL ACTIVITIES; b. use the MATERIAL only in the laboratory of the MATERIAL made RECIPIENT SCIENTIST by persons working under the PROVIDER. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents direction of the PROVIDER for COMMERCIAL PURPOSES. If RECIPIENT SCIENTIST and/or in other RECIPIENT facilities by person(s) working under the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees 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 SCIENTIST'S direct supervision; c. not transfer the MATERIAL to any third party(iesTHIRD PARTY without prior written permission of the PROVIDER; d. acknowledge the PROVIDER as a source of the ORIGINAL MATERIAL, acknowledge VDRC as the supplier of the ORIGINAL MATERIAL and cite relevant publications from the PROVIDER SCIENTIST in any publication or patent application disclosing results obtained with the MATERIAL; e. inform the PROVIDER, no later than two months after the filing date, on any priority patent application for an invention generated by use of the MATERIAL, specifying the filing date, title and the inventors; f. instruct and obligate RECIPIENT SCIENTIST and any other person(s) under 3b) to act in compliance with this Agreement. 4. The RECIPIENT will be held liable for any breach of the Agreement by RECIPIENT SCIENTIST or any other person(s) under 3b). 5. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The THE PROVIDER MAKES AND VDRC MAKE NO REPRESENTATIONS AND EXTENDS EXTEND 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. 6. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its receipt, handling, use, storage or disposal of the MATERIAL. The Neither the PROVIDER nor VDRC 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 wilful misconduct of the PROVIDER. 7. The RECIPIENT agrees to use pay the MATERIAL appropriate fee as indicated in compliance with all applicable laws, 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 human and animal subjects or recombinant DNApayment information on the VDRC website. The fee is payable in advance by credit card. Delivery terms are ex works (Incoterms 2000). RECIPIENT agrees (a) to publicise the results pay any and all transportation costs, applicable taxes and applicable customs duties. 8. Only written variation of the research with the MATERIAL as soon as reasonably possible, (b) to provide the Agreement signed by authorised representatives of RECIPIENT and PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. This Agreement will terminate on the earliest of the following dates:be effective. (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in the Implementing Letter, provided that: (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 MATERIAL9. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of PROVIDER may terminate this Agreement as they apply forthwith by notice in writing to MODIFICATIONS; and (iii) in the event the PROVIDER terminates this Agreement under 14(c) other than for RECIPIENT if RECIPIENT commits a substantial breach of this Agreement or for other 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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. 10. This Agreement will shall be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior governed by and construed in accordance with Austrian law without regard to the effective date conflict of such terminationlaws provisions thereof. Paragraphs 8, 10, and 11 All disputes arising out of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And or in connection with this Agreement shall be effective when signed by all parties. For and on behalf finally settled under the rules of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details arbitration of the biological material transfer between International Chamber of Commerce by one or more arbitrators appointed in accordance with the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions said Rules. The place of arbitration shall be Vienna, Austria. The language of the Biological Material Transfer Agreement ("BMTA") (dated ………………arbitration shall be English.…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The 1. RECIPIENT has requested that PROVIDER transfer to RECIPIENT the ORIGINAL MATERIAL specified MATERIAL(S) as further described in the attached Implementing Letter is the property of the PROVIDERAppendices ONE and TWO, and isPROVIDER is amenable to doing so as a service in furtherance of RECIPIENT’s research and each PROVIDER’s mission as an academic research institution, subject to the terms and conditions set forth in this AGREEMENT, to the extent the ORIGINAL MATERIALS are available. 2. The RECIPIENT SCIENTIST and the RECIPIENT represent that they will receive and use the MATERIAL in accordance with all applicable local, state, national, and international treaties, laws, regulations, orders, decrees, and governmental rules and guidelines, as they are amended from time to timetime (collectively, made available as a service to the research community. The MATERIAL is provided by the PROVIDER “LAWS”) and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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. The PROVIDER retains ownership institutional policies of the MATERIALRECIPIENT, including any MATERIAL contained or incorporated in MODIFICATIONSwithout limitation those relating to institutional ethical approval, materials storage and handling, staff training, transportation and import/export restrictions. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except thatSCIENTIST and the RECIPIENT represent that they will use the MATERIALS only after securing such review and approval as such LAWS require. The RECIPIENT SCIENTIST and the RECIPIENT shall receive and use the MATERIALS solely at their own risk, the PROVIDER retains ownership and are solely responsible for all legal compliance and for obtaining any necessary licenses to THIRD PARTY rights such as any patent or proprietary rights of THIRD PARTIES relating to the MATERIAL included therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONSMATERIALS. Without limiting the foregoing, but which are not UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIALMATERIALS: (a) is to will be used only as a research tool by RECIPIENT solely for teaching and academicinternal, non-commercial, non-military scientific commercial research purposes and for by RECIPIENT (the project specified in the Implement Letter“RESEARCH STUDY”); (b) will be used only at the RECIPIENT’s organization and only by the RECIPIENT SCIENTIST, and those of its employees working under RECIPIENT SCIENTIST’s direct supervision in the RECIPIENT SCIENTIST’s laboratory who have been advised of the terms of this AGREEMENT; (c) will not be transferred to anyone else within the RECIPIENT organization or to any THIRD PARTY, without the prior written consent of PROVIDER; (d) will not be used by RECIPIENT in human subjects, or administered to human subjects in clinical trials, or for diagnostic purposes involving human subjects without the prior written consent of the PROVIDER; (ce) is to will be used only at in compliance with applicable LAWS and RECIPIENT’s applicable policies on human subjects research and stem cell research; (f) will, in the RECIPIENT ORGANIZATION and case of entities receiving funding from agencies of the United States to conduct human stem cell research, be used only in compliance with applicable National Institutes of Health Guidelines on Human Stem Cell Research (xxxx://xxxxxxxxx.xxx.xxx/policy); (g) will be used in material compliance with the RECIPIENT SCIENTIST's laboratory under the direction review procedures and ethical guidelines and standards of the RECIPIENT SCIENTIST International Society for Stem Cell Research (“ISSCR Guidelines”) to the extent that they apply or, where those are superseded by more stringent applicable national, state, or others working under his/her direct supervision; andlocal standards, in compliance with such standards; (dh) will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party without the prior written consent used in research involving any type of the PROVIDER. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that:reproductive cloning; (ai) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the rightwill not be used for any products, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not, UNMODIFIED DERIVATIVES, services or MODIFICATIONS. (b) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS processes for profit-making or COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such use for profit- making or COMMERCIAL PURPOSES may require a commercial license from the PROVIDER and the PROVIDER PROVIDER, who has no obligation to grant a commercial license any such license; and (j) will be used consistent with the rights of THIRD PARTIES that may have contractual or intellectual property or proprietary rights related to its ownership interest in the MATERIAL incorporated in MATERIALS under the MODIFICATIONSapplicable LAWS of any country. 3. The RECIPIENT acknowledges that the MATERIAL is or MATERIALS may be the subject of a patent applicationapplication or covered by patent rights owned by one or more THIRD PARTIES in the United States or in other countries/regions. Except Each PROVIDER expressly disclaims any responsibility or liability for determining if there are any restrictions on the RECIPIENT’s use of the MATERIALS as provided in this Agreementa result of any THIRD PARTY rights including without limitation, no patents or other intellectual property or proprietary rights. 4. No right or license, express or implied licenses or other rights are provided implied, is granted under this AGREEMENT to the RECIPIENT under any patents, patent applications, trade secrets copyrights or other intellectual property or proprietary rights of the PROVIDER, including PROVIDER or any altered forms THIRD PARTY. 5. PROVIDER retains ownership of the MATERIALS and all intellectual property rights therein, subject to any THIRD PARTY rights that may exist. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL made by from anyone other than those persons working under the PROVIDERRECIPIENT SCIENTIST’s direct supervision in his/her laboratory. 6. In particularSubject to any PROVIDER or THIRD PARTY rights that may exist, no express the RECIPIENT may retain ownership of MODIFIED DERIVATIVES and all intellectual property rights therein, in accordance with applicable LAWS. If MODIFIED DERIVATIVES result from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership of such material shall be determined in accordance with applicable LAWS. 7. Except for any PROVIDER or implied licenses THIRD PARTY rights that may exist, nothing in this Agreement is intended to prohibit the RECIPIENT from nonexclusively distributing: (a) MODIFIED DERIVATIVES, NON-PLURIPOTENT MODIFICATIONS or other rights are provided to PLURIPOTENT MODIFICATIONS and (b) those substances created through the use of the MATERIAL, NON-PLURIPOTENT MODIFICATIONS or PLURIPOTENT MODIFICATIONS, or but which do not contain any related patents of the MATERIALS; to other academic and governmental research institutions for their internal research purposes on terms at least as protective of PROVIDER as those set forth herein. For the avoidance of doubt, RECIPIENT shall not transfer any MATERIALS, MODIFIED DERIVATIVES, NON-PLURIPOTENT MODIFICATIONS or PLURIPOTENT MODIFICATIONS to any THIRD PARTY for COMMERCIAL PURPOSES. If PURPOSES without the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSESprior written consent of PROVIDER, the RECIPIENT agrees to negotiate in good faith with the PROVIDER to establish the terms of a commercial license. It is understood by the RECIPIENT that the and PROVIDER shall have no obligation to grant any such a license approval or license. 8. Subject to the RECIPIENTforegoing, and may grant exclusive nothing herein shall restrict RECIPIENT from filing for any type of patent or non-exclusive commercial licenses to others, or sell or assign all or part other intellectual property right on any inventions made by RECIPIENT in the performance of the rights RESEARCH STUDY, including filing patents on any compounds screened by RECIPIENT using the MATERIALS; provided, however, that RECIPIENT agrees that it will not file for any type of patent or other intellectual property right on any invention covering the MATERIALS or the method(s) of manufacture or use(s) of the MATERIALS, unless, after consultation and disclosure, PROVIDER consents in writing to said filing. 9. PROVIDER will not provide RECIPIENT with personally identifiable information or the key code to personally identifiable information that is coded related to the MATERIAL. RECIPIENT and RECIPIENT SCIENTIST agree not to attempt to identify or contact the human donor from whom the ORIGINAL MATERIAL to any third party(ies)was or may have been derived. 10. Any MATERIAL delivered pursuant to this Agreement AGREEMENT is understood to be experimental in nature and may carry potentially infectious agents and/or have hazardous propertiesproperties and its use may require acquisition of rights from THIRD PARTIES. 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. 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. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable laws, 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 human and animal subjects or recombinant DNA. The RECIPIENT agrees represents that: (a) it has the knowledge and ability to publicise safely handle any MATERIALS supplied to it and will use prudence and care in the results handling, storage, transportation and containment of the research MATERIALS, with the MATERIAL as soon as reasonably possible, (b) all costs and expenses associated with such protective measures to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the be borne by RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in the Implementing Letter, provided that: (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 14(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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 8, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ……………….…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community. The MATERIAL is provided by the PROVIDER and will be used by the RECIPIENT for teaching and academic research purposes and for the project specified in the Implement Letter only. 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. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS1. 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 UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree agrees that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letter; (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; (cb) is to will be used only at in compliance with applicable laws and regulations; (c) will not be used in research in which 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; andMATERIALS are introduced into non-human primate blastocysts; (d) will not be transferred used in research involving the breeding of animals where the introduction the MATERIALS may contribute to anyone else within the RECIPIENT ORGANIZATION germ line; and 2. Subject to the terms and conditions of this Agreement and any statutory, regulatory or to a third other restriction imposed by law or any third-party without the prior written consent of the PROVIDER. The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that: (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the rightinterest, without restriction, to distribute substances created by the RECIPIENT through the RECIPIENT’s use of the ORIGINAL MATERIAL only if those substances are notis limited to use for the Project to be performed within RECIPIENT’s facilities only, UNMODIFIED DERIVATIVESas described in Appendix TWO. RECIPIENT may not distribute or sell the MATERIAL including any MATERIAL contained or incorporated in NON-PLURIPOTENT MODIFICATIONS, PLURIPOTENT MODIFICATIONS or MODIFICATIONSMODIFIED DERIVATIVES to any third party. (b) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may 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 MODIFICATIONS3. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent applicationapplication or covered by patent rights in one or more countries. 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, NON-PLURIPOTENT MODIFICATIONS, PLURIPOTENT MODIFICATIONS, MODIFIED DERIVATIVES or any related patents of the PROVIDER for COMMERCIAL PURPOSES. 4. If No ownership rights to the MATERIAL, including any MATERIAL contained or incorporated in NON-PLURIPOTENT MODIFICATIONS, PLURIPOTENT MODIFICATIONS or MODIFIED DERIVATIVES are conveyed to the RECIPIENT desires to under this Agreement. 5. The MATERIAL shall be used solely for conduct of the Project under the direction of RECIPIENT SCIENTIST. RECIPIENT will not use or license the MATERIAL including any MATERIAL contained or incorporated in NON-PLURIPOTENT MODIFICATIONS, PLURIPOTENT MODIFICATIONS for COMMERCIAL PURPOSESor MODIFIED DERIVATIVES, in experiments other than the RECIPIENT agrees to negotiate Research, as described in good faith with the PROVIDER to establish the terms of a commercial licenseAppendix TWO. 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 Commercial use of the rights Material, including any MATERIAL contained or incorporated in NON-PLURIPOTENT MODIFICATIONS, PLURIPOTENT MODIFICATIONS or MODIFIED DERIVATIVES is strictly prohibited. 6. RECIPIENT AND RECIPIENT SCIENTIST agree not to attempt to identify or contact the donor subject from whom the ORIGINAL MATERIAL to any third party(ies)was or may have been derived. 7. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous propertiesproperties and its use may require acquisition of rights from THIRD PARTIES. 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 THE MATERIAL, ITS SOURCE, MERCHANTABILITY, TRANSFER OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. 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. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable laws, 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 human and animal subjects or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in the Implementing Letter, provided that: (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(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 14(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 completion of use of the MATERIAL or upon the effective date of termination, or if requested, the deferred effective date of termination, 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 8, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ……………….…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Terms and Conditions of this Agreement. The ORIGINAL MATERIAL specified in the attached Implementing Letter is the property of the PROVIDER, and is, from time to time, made available as a service to the research community1. The MATERIAL is provided by the PROVIDER will only be used for RESEARCH purposes and will not be used by the RECIPIENT for teaching and academic research purposes and for the project specified nor included in the Implement Letter only. The MATERIAL is provided at no costCOMMERCIAL PURPOSES, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested by the PROVIDERin any form (e.g., the amount will be indicated in an implementing letter. The PROVIDER retains ownership of the MATERIALoriginal files, including any MATERIAL contained or incorporated in MODIFICATIONSencrypted files, files containing extracted features, etc). 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 UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL or UNMODIFIED DERIVATIVES). [If either 5 (a) or 5 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership, income and/or terms of a commercial license will be negotiated under a separate agreement and signed by the PROVIDER and the RECIPIENT.] The RECIPIENT ORGANISATION and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic, non-commercial, non-military scientific research purposes and for the project specified in the Implement Letter; (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) MATERIAL is to be used only at the RECIPIENT ORGANIZATION 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 (d) and will not be transferred to anyone else within the RECIPIENT ORGANIZATION or to a third party organization without the prior written consent of the PROVIDER. 2. The PROVIDER retains ownership of the MATERIAL. The PARTIES shall be co-owners of the MODIFICATIONS taking into account their respective contributions. The RECIPIENT ORGANISATION may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and the RECIPIENT SCIENTIST agree that: (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) teaching purposes only. Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. 3. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license This Agreement shall not be interpreted to prevent or delay publication of research findings resulting from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in use of the MATERIAL incorporated in or the MODIFICATIONS. The RECIPIENT acknowledges that SCIENTIST agrees to provide appropriate acknowledgment and 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 source of the MATERIAL in all publications. Any work made by public, whatever the PROVIDER. In particularform, no express based directly or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or indirectly on any related patents part of the PROVIDER for COMMERCIAL PURPOSESMATERIAL or the MODIFICATIONS will include the following reference: 5. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees 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 authorities of bioethical regulations. 6. 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 EXPRESS 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. 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. 7. The RECIPIENT agrees to use Two years after the MATERIAL Effective Date, in compliance with all applicable lawscase this Agreement is not renewed by both Parties, 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 human and animal subjects or recombinant DNA. The RECIPIENT agrees (a) to publicise the results of the research with the MATERIAL as soon as reasonably possible, (b) to provide the PROVIDER with a copy of any publication, which contains experimental results obtained from the use of the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials, and (c) to acknowledge…(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University as the source of the MATERIAL in all publications, presentations and disclosures containing any data or information about the MATERIAL, MODIFICATIONS and direct/indirect derivatives of materials unless …(Provider)…, Department…, Faculty of Medicine, Chulalongkorn University indicated otherwise. This this Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, through reagent catalogs or public depositories, or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in the Implementing Letter, provided that: (i) if termination should occur under 14(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available sources; and (ii) if termination should occur under 14(b) or (d) above, the RECIPIENT will discontinue its use of the MATERIAL expire 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 14(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 completion of use the extent practicable, shall permanently destroy all copies of the MATERIEL. 8. The MATERIAL is provided at no cost. 9. The Parties shall attempt in good faith to resolve promptly any dispute arising out of or upon relating to this Agreement by negotiation. All disputes arising in connection with this Agreement, which cannot be settled amicably, shall be settled in a court of competent jurisdiction where the effective date defendant is situated and under the laws of terminationthat jurisdiction without giving effect to the conflict of law's provisions. 10. Neither Party shall use the name, logo, symbol, or if requested, the deferred effective date of termination, the RECIPIENT will discontinue its use mark of the MATERIAL and will, upon direction other Party or any investigator in any advertising or promotional material without the prior written approval 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. The date, quantity, and method of destruction will be recorded and witnessed, and a copy of such record furnished to the PROVIDER. This Agreement will be effective for a period of …… (…) year(s) from the effective date of this Agreement. Either the RECIPIENT or the PROVIDER may terminate this Agreement upon thirty (30) days written notice; provided that termination will not relieve the RECIPIENT or the PROVIDER of any obligation or liability accrued hereunder prior to the effective date of such termination. Paragraphs 8, 10, and 11 of PART II shall survive termination. The parties executing this Agreement agree to be bound by the terms and conditions herein. And this Agreement shall be effective when signed by all parties. For and on behalf of For and on behalf of RECIPIENT ORGANIZATION PROVIDER ORGANIZATION Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Date: ________________________ Date: ________________________ RECIPIENT SCIENTIST PROVIDER SCIENTIST Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ Date: ________________________ Date: ________________________ Witness Witness Signature: ________________________ Signature: ________________________ Name: ________________________ Name: ________________________ Title: ________________________ Title: ________________________ The purpose of this Implementing Letter is to provide the specific details of the biological material transfer between the PROVIDER (identified below) and the RECIPIENT (identified below) where the PROVIDER and the RECIPIENT agree to abide by all terms and conditions of the Biological Material Transfer Agreement ("BMTA") (dated ………………other Party.…………….). PROVIDER: Organization providing the ORIGINAL MATERIAL: Organization: _____________________________________________________________ Address: ______________________________________________________________ ______________________________________________________________ RECIPIENT: Organization receiving the ORIGINAL MATERIAL: Organization: ______________________________________________________________ Address: _____________________________________________________________ ______________________________________________________________ Recipient Scientist: ______________________________________________________________ Title ______________________________________________________________ Address: ____________________________________________________________ _____________________________________________________________ ORIGINAL MATERIAL (Enter description in details: type and amount or volume per subject and total amount or volume to be transferred): _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________